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<SEC-DOCUMENT>0001137091-01-500252.txt : 20021127
<SEC-HEADER>0001137091-01-500252.hdr.sgml : 20021127
<ACCEPTANCE-DATETIME>20010809171307
ACCESSION NUMBER:		0001137091-01-500252
CONFORMED SUBMISSION TYPE:	SB-2
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20010809

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			REEL STAFF INC
		CENTRAL INDEX KEY:			0001144879
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-HELP SUPPLY SERVICES [7363]
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		SB-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67204
		FILM NUMBER:		01702783

	BUSINESS ADDRESS:	
		STREET 1:		28 COTTRELL
		STREET 2:		STREET
		CITY:			MYSTIC
		STATE:			CT
		ZIP:			06355
		BUSINESS PHONE:		8602450191

	MAIL ADDRESS:	
		STREET 1:		28 COTTRELL
		STREET 2:		STREET
		CITY:			MYSTIC
		STATE:			CT
		ZIP:			06355

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	REEL STAFF INC
		DATE OF NAME CHANGE:	20010713

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	REEL STAFF INC
		DATE OF NAME CHANGE:	20020910
</SEC-HEADER>
<DOCUMENT>
<TYPE>SB-2
<SEQUENCE>1
<FILENAME>reel_sb2.txt
<TEXT>







                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                Reel Staff, Inc.
                                ----------------
              (Exact name of registrant as specified in its charter)

Nevada                                  7363                         95-4863690
- ------                                  ----                         ----------
(State or other                (Primary Standard Industrial    (I.R.S. Employer
jurisdiction of incorporation   Classification Code Number)  Identification No.)
or organization)

1402 Veteran Avenue, Suite B, Los Angeles, California                     90024
- -----------------------------------------------------                     -----
(Address of registrant's principal executive offices)                 (Zip Code)

                                 (323) 359-1531
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

                             Michael J. Muellerleile
                                 Stepp Law Group
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                                  949.660.9700
                             Facsimile 949.660.9010
            (Name, Address and Telephone Number of Agent for Service)

Approximate date of proposed sale to the public: From time to time after this
Registration Statement becomes effective.

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _______

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=============================== =================== ==================== ==================== ================
               <S>                      <C>                 <C>                    <C>             <C>
       Title of each class            Amount         Proposed maximum       Proposed maximum     Amount of
          of securities               to be           offering price           aggregate       registration
        to be registered            registered           per share           offering price         fee
- ------------------------------- ------------------- -------------------- -------------------- ----------------
Common Stock, $.001 par value       2,423,750              $0.10                $242,375          $63.99
=============================== =================== ==================== ==================== ================
</TABLE>

The offering price per share for the selling security holders was estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457
of Regulation C.

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.



                                       1
<PAGE>



                             Preliminary Prospectus
                                Reel Staff, Inc.
                              a Nevada corporation

                        2,423,750 Shares of Common Stock

This prospectus relates to 2,423,750 shares of common stock of Reel Staff, Inc.,
which are issued and outstanding shares of our common stock, acquired by the
selling security holders in private placement transactions which were exempt
from the registration and prospectus delivery requirements of the Securities Act
of 1933. Our common stock is presently not traded on any market or securities
exchange, and we have not applied for listing or quotation on any public market.

See "Risk Factors" on pages 4 to 8 for factors to be considered before investing
in the shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.

The information in this prospectus is not complete and may be changed. The
selling security holders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.

                  The date of this prospectus is August 8, 2001
                             Subject to completion.


                                       2
<PAGE>




                                TABLE OF CONTENTS

    Prospectus Summary .......................................................4
    Risk Factors..............................................................4
    Use of Proceeds...........................................................9
    Determination of Offering Price...........................................9
    Dilution..................................................................9
    Selling Security Holders..................................................9
    Plan of Distribution.....................................................10
    Legal Proceedings........................................................11
    Directors, Executive Officers, Promoters and Control Persons.............11
    Security Ownership of Certain Beneficial Owners and Management...........12
    Description of Our Securities............................................13
    Interest of Named Experts and Counsel....................................13
    Disclosure of Commission Position on Indemnification for
    Securities Act Liabilities...............................................13
    Organization Within Last Five Years......................................14
    Description of Business..................................................14
    Management's Discussion and Analysis of Financial Condition
    and Results of Operations................................................17
    Description of Property..................................................17
    Certain Relationships and Related Transactions...........................17
    Market for Common Equity and Related Stockholder Matters.................17
    Executive Compensation...................................................18
    Financial Statements.....................................................18
    Changes in and Disagreements with Accountants on Accounting
    and Financial Disclosure.................................................28
    Legal Matters............................................................28
    Experts..................................................................28
    Additional Information...................................................28
    Indemnification of Directors and Officers................................28
    Other Expenses of Issuance and Distribution..............................29
    Recent Sales of Unregistered Securities..................................29
    Exhibits.................................................................30
    Undertakings.............................................................31
    Signatures...............................................................32



                                       3
<PAGE>



Prospectus Summary
- ------------------

 Our business:                We incorporated in Nevada on May 21, 2001. Our
                              principal business address is 1402 Veteran Avenue,
                              Suite B, Los Angeles, California 90024. Our
                              telephone number is 323.359.1531.

                              We provide staffing services to film, video and
                              television production companies. Our staffing
                              services consist of production services but we
                              intend to expand those services to include
                              postproduction work as well as talent and casting
                              services. The services, skills and labor offered
                              by us will generally include production assistants
                              and film and video crews, such as back line
                              technicians, carpenters, lighting designers,
                              lighting technicians, riggers, sound designers,
                              stage and scenery designers and other skilled
                              laborers.

Number of shares              The selling security holders want to sell
being offered:                2,423,750 shares of our common stock. The offered
                              shares were acquired by the selling security
                              holders in private placement transactions, which
                              were exempt from the registration and prospectus
                              delivery requirements of the Securities Act of
                              1933.

Number of shares              6,113,750 shares of our common stock are issued
outstanding:                  and outstanding.  We have no other securities
                              issued.

Estimated use                 We will not receive any of the proceeds from the
of proceeds:                  sale of those shares being offered.


                                  RISK FACTORS

In addition to the other information in this prospectus, the following risk
factors should be considered carefully in evaluating our business before
purchasing any of our shares of common stock. A purchase of our common stock is
speculative and involves a significant and substantial number of risks. Any
person who is not in a position to lose the entire amount of his investment
should forego purchasing our common stock.

Risks related to our business:

We are a new company with losses since our formation and we anticipate that we
will lose money in the foreseeable future. Therefore, we may not be able to
achieve profitable operations.

We were formed on May 21, 2001 and have a limited operating history. Our losses
since inception are $9,837 as of June 30, 2001. We expect to encounter
difficulties as an early stage company in our industry. Our business strategy is
unproven, and we may not be successful in addressing early stage challenges,
such as establishing our position in the market and expanding our presence and
capabilities. To implement our business plan, we must increase our marketing
initiatives and identify and enter into additional strategic relationships with
film production companies.

Our prospects must be considered speculative, considering the risks, expenses,
and difficulties frequently encountered in the establishment of a new business,
specifically the risks inherent in developmental stage companies. We expect to
continue to incur significant operating and capital expenditures and, as a
result, we expect significant net losses in the future. We will need to generate
significant revenues to achieve and maintain profitability. We may not be able
to achieve profitable operations.

We depend on a limited pool of qualified temporary employees. Our failure to
retain qualified temporary employees will significantly hinder our ability to
generate revenues.



                                       5
<PAGE>


We provided temporary employment of technical production personnel to the film,
television and video industry. We depend on a pool of qualified temporary
employees willing and able to accept assignments for our clients. Our ability to
succeed will be significantly impaired if we are unable to provide our clients
with qualified temporary employees. Our clients require personnel that are
available on short notice and for periods of varying durations. Many of our
clients require employees on a temporary basis, and typically do not require
those employees' services for periods in excess of three months. Furthermore,
our clients require employees with specialized skills and training in the
entertainment production field. We are materially dependent upon the continued
availability of such qualified temporary personnel. Our failure to secure
temporary personnel will significantly hinder our ability to conduct business
and generate revenues.

Our services cater exclusively to the film, television and movie industries and
therefore are affected by changes or trends occurring within those industries.

The film, television and movie industries, and entertainment industry in general
is a speculative venture which involves substantial risks. There is no certainty
that the efforts and expenditures we make will result in commercially profitable
business. The marketability of our services will be affected by numerous factors
which affect the motion picture industry and are beyond our control. These
factors include market fluctuations, and the general state of the economy,
including the rate of inflation, and local economic conditions, which can affect
peoples' discretionary spending. These factors or any combination of these
factors may hinder our ability to generate revenues consistently.

Our success is dependent on the acceptance of our services by industry
professionals. Rejection of our staffing services will hinder or foreclose our
ability to expand our operations and establish additional service areas.

Our business model assumes that there is an untapped market for technical
production staffing. Our assumption is not based upon any independent market
research. Rather, it is based upon the experience of our management, their
knowledge of the film, television and video production markets and the growth of
the numbers of entities engaged in activities dependent on technical production
personnel. Our success depends on acceptance of our staffing services. If
customers do not embrace our services, our ability to generate revenues will be
adversely affected and we will be forced to revise our business plan. In such
event, we may not be able to develop or execute a revised business plan.

Our operating results will fluctuate due to a number of factors, including but
not limited to, risks associated with the development, production, and
completion of film, television or video projects.

Due to the numerous factors that affect how a film is developed and produced, we
cannot be certain as to how successful our services will be at any given time.
Additional variables that will affect our success include location and timing of
film production. Typically, project production dates for larger scale endeavors
are well in advance of film or television release dates. Smaller scale
production endeavors are usually scheduled closer to their release date.

We anticipate that our operating results will fluctuate as a result of these and
other factors, including overall trends in the economy and customer hiring
patterns, which are characterized by individual orders from customers rather
than long-term contracts. As such, we may not be able to anticipate, for more
than a few months in advance, the number, size and profitability of product
orders in a given period. Consequently, the operating results for one quarter
are not necessarily indicative of the operating results for future quarters.

Our future financial results are uncertain. Therefore, investors may lose all or
part of their investment if our expanded operations are not profitable.

As with any relatively new business enterprise operating in a specialized and
intensely competitive market, we are subject to many business risks which
include, but are not limited to, unforeseen marketing, promotional and
development expenses, unforeseen negative publicity, competition, product
liability or other legal challenges, and our lack of operating experience. Many
of the risks may be unforeseeable or beyond our control. We may not be able to
successfully implement our business plan in a timely or effective manner, or
generate sufficient interest in our services. We may not be able to market and
sell enough services to generate sufficient revenues to continue our operations.



                                       6
<PAGE>



We may be subject to litigation in connection with the employment services we
offer and our operations will be adversely affected as a consequence of such
litigation.

We may be engaged in litigation from time to time, during the ordinary course of
business, in connection with employee suits, workers' compensation and other
matters. We may not be able to adequately forecast the effect such litigation
will have on us. Any litigation we are involved in may result in a material
adverse impact on our ability to conduct operations.

We compete with several temporary employment services providers for qualified
candidates and may not succeed in obtain qualified individuals at profitable
wage and benefits.

The temporary services industry is highly fragmented and competitive with
limited barriers to entry. Many of our competitors are larger than we are and
have nationwide operations with substantially greater resources than we do. As a
result, those competitors are able to maintain or increase their market share by
negotiating more favorable terms with an employer, obtain a greater pool of
qualified temporary employees and engage in more effective advertising and
marketing activities. We also compete with a number of medium-sized regional
firms that emphasize specialized niches and compete with us in the film,
television and video markets, and numerous small or single-office firms. We
expect ongoing vigorous competition and pricing pressure from national, regional
and local providers. We cannot guaranty that we will be able to obtain market
share or profitability.

We anticipate that we may need to raise additional capital to expand our
operations. Our failure to raise additional capital will significantly limit our
ability to conduct marketing activities and generate revenues.

To conduct marketing activities and generate revenues, we may be required to
raise additional funds. We may not be able to obtain additional financing at
commercially reasonable rates. Our failure to obtain additional funds would
significantly limit or eliminate our ability to conduct marketing activities.
This would have a material adverse effect on our ability to continue our
business operations and compete with other providers. We anticipate that we may
seek additional funding through public or private sales of our securities. That
could include equity securities, or through commercial or private financing
arrangements. Adequate funds may not be available when needed or on terms
acceptable to us. In the event that we are not able to obtain additional funding
on a timely basis, we may be required to limit any proposed operations or
expansion.

Our ability to raise additional capital through the sale of our stock may be
harmed by competing resales of our common stock by the selling security holders.
The price of our common stock could fall if the selling security holders sell
substantial amounts of our common stock. These sales would make it more
difficult for us to sell equity or equity-related securities in the future at a
time and price that we deem appropriate because the selling security holders may
offer to sell their shares of common stock to potential investors for less than
we do. Moreover, potential investors may not be interested in purchasing shares
of our common stock if the selling security holders are selling their shares of
common stock.

Risks related to owning our common stock:

Our officers, directors and principal security holders own approximately 78.19%
of our outstanding shares of common stock, allowing these shareholders control
matters requiring approval of our shareholders.

Our directors, officers and principal security holders, taken as a group
beneficially own, in the aggregate, approximately 78.19% of our outstanding
shares of common stock. Such concentrated control of the company may adversely
affect the price of our common stock. Our principal security holders control
matters requiring approval by our security holders, including the election of
directors. Such concentrated control may also make it difficult for our
shareholders to receive a premium for their shares of our common stock in the
event we merge with a third party or enter into different transactions which
require shareholder approval. In addition, certain provisions of Nevada law
could have the effect of making it more difficult or more expensive for a third
party to acquire, or of discouraging a third party from attempting to acquire,
control of us.

Because we will be subject to the "penny stock" rules, the level of trading
activity in our stock may be reduced, which may make it difficult for investors
in our common stock to sell their shares.


                                       7
<PAGE>


Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks, like shares of our common stock, generally are equity
securities with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on Nasdaq. The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document that
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and, if the broker-dealer
is the sole market maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market, and monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, broker-dealers who sell these securities to persons other than
established customers and "accredited investors" must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. Consequently,
these requirements may have the effect of reducing the level of trading
activity, if any, in the secondary market for a security subject to the penny
stock rules, and investors in our common stock may find it difficult to sell
their shares.

We lack a public market for shares of our common stock, which may make it
difficult for investors to sell their shares.

There is no public market for shares of our common stock. An active public
market may not develop or be sustained. Therefore, investors may not be able to
find purchasers for their shares of our common stock. Should there develop a
significant market for our shares, the market price for those shares may be
significantly affected by such factors as our financial results and introduction
of new services. Factors such as announcements of new or enhanced products by us
or our competitors and quarter-to-quarter variations in our results of
operations, as well as market conditions in our sector may have a significant
impact on the market price of our shares. Moreover, the stock market has
experienced extreme volatility that has particularly affected the market prices
of stock of many companies and that often has been unrelated or disproportionate
to the operating performance of those companies.

Because we lack a public market for shares of our common stock, the selling
security holders will arbitrarily determine the offering price of the shares.
Therefore, investors may lose all or part of their investment if the price of
their shares is too high.

Our common stock is not publicly traded and we do not participate in an
electronic quotation medium for securities traded outside the Nasdaq Stock
Market. We cannot guaranty that an active public market for our stock will
develop or be sustained. Therefore, the selling security holders may arbitrarily
determine the offering price of shares of our common stock. Accordingly,
purchasers may lose all or part of their investments if the price of their
shares is too high. A purchase of our stock in this offering would be unsuitable
for a person who cannot afford to lose his entire investment.

We are registering 210,000 shares of common stock owned by our officers and
directors. Our officers and directors may sell those shares as soon as possible,
which could significantly decrease the price of our common stock and reduce
their desire to see us succeed.

Our officers and directors may sell those 210,000 shares immediately after they
are registered. In the event that our officers and directors sell those shares,
the price of our common stock could decrease significantly. Also, a conflict of
interest will occur between their duties to us and their personal interest in
selling their shares. We cannot assure you that our officers and directors will
not sell those shares as soon as they are registered.

Information in this prospectus contains "forward looking statements" which can
be identified by the use of forward-looking words such as "believes",
"estimates", "could", "possibly", "probably", "anticipates", "estimates",
"projects", "expects", "may", "will", or "should" or other variations or similar
words. No assurances can be given that the future results anticipated by the
forward-looking statements will be achieved. The following matters constitute
cautionary statements identifying important factors with respect to those
forward-looking statements, including certain risks and uncertainties that could
cause actual results to vary materially from the future results anticipated by
those forward-looking statements. Among the key factors that have a direct


                                       8
<PAGE>


bearing on our results of operations are the effects of various governmental
regulations, the fluctuation of our direct costs and the costs and effectiveness
of our operating strategy. Other factors could also cause actual results to vary
materially from the future results anticipated by those forward-looking
statements.

Use of Proceeds
- ---------------

We will not receive any proceeds from the sale of shares of our common stock
being offered by the selling security holders.

Determination of Offering Price
- -------------------------------

The selling security holders may sell our common stock at prices then prevailing
or related to the then current market price or at negotiated prices.

Dilution
- --------

The shares offered for sale by the selling security holders are already
outstanding and, therefore, do not contribute to dilution.

Selling Security Holders
- ------------------------

The following table sets forth information concerning the selling security
holders including:

1.       the number of shares owned by each selling security holder prior to
         this offering;
2.       the total number of shares that are to be offered for each selling
         security holder; and
3.       the total number of shares and the percentage of common stock that will
         be owned by each selling security holder upon completion of the
         offering.

     The shares offered for sale constitute all of the shares known to us to be
     beneficially owned by the selling security holders. None of the selling
     security holders has held any position or office with us, except as
     specified in the following table. Other than the relationships described
     below, none of the selling security holders had or have any material
     relationship with us. None of the selling security holders is a
     broker-dealer or an affiliate of a broker-dealer to our knowledge. Thomas
     E. Stepp, Jr., Michael J. Muellerleile, Deron M. Colby, Richard C. Reincke,
     Amy M. Pontillas, and Lan P. Nguyen are employees of Stepp Law Group, which
     serves as our legal counsel.
<TABLE>
<CAPTION>
             <S>                              <C>                             <C>                                 <C>
- ----------------------------- ---------------------------------- ---------------------------------- -------------------------------
  Name of Selling Security    Amount of Shares of Common Stock   Amount of Shares of Common Stock      Amount of Shares and the
           Holder             Owned by Selling Security Holder     to be Offered by the Selling    Percentage of Common Stock Owned
                                     Before the Offering                  Security Holder          by Selling Security Holder After
                                                                                                       the Offering is Complete
- ----------------------------- ---------------------------------- ---------------------------------- -------------------------------
Renee McCracken, president,
secretary and a director                3,700,000                           200,000                       3,500,000 and 57.24%
- -----------------------------------------------------------------------------------------------------------------------------------
Carol McCracken, treasurer
and a director                            200,000                            10,000                        190,000 and 3.11%
- -----------------------------------------------------------------------------------------------------------------------------------
Thomas E. Stepp, Jr.                      440,000                            440,000                               0
- -----------------------------------------------------------------------------------------------------------------------------------
Michael J. Muellerleile                   440,000                            440,000                               0
- -----------------------------------------------------------------------------------------------------------------------------------
Deron M. Colby                            300,000                            300,000                               0
- -----------------------------------------------------------------------------------------------------------------------------------
Richard C. Reincke                        300,000                            300,000                               0
- -----------------------------------------------------------------------------------------------------------------------------------
Amy M. Pontillas                          100,000                            100,000                               0
- -----------------------------------------------------------------------------------------------------------------------------------
Lan P. Nguyen                             20,000                             20,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Renee Close                               10,000                             10,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Eric Devaney                               5,000                              5,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Christopher Johnson                        5,000                              5,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------


                                       9
<PAGE>



- -----------------------------------------------------------------------------------------------------------------------------------
Cota LLC                                  15,000                             15,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Jill Callanan                             10,000                             10,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Rebecca Brauser                            5,000                              5,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Liana Schlecht                            200,000                            200,000                               0
- -----------------------------------------------------------------------------------------------------------------------------------
Sharon Ramsey                             25,000                             25,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Erin Ramsey                               50,000                             50,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Carol McCracken                            5,000                              5,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Sean Connelly                             25,000                             25,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Suzanne Muellerleile                      10,000                             10,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Cynthia Bergendahl                        10,000                             10,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
John R. Muellerleile                      10,000                             10,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Jason Ortega                              40,000                             40,000                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Shawn Peterson                             2,500                              2,500                                0
- -----------------------------------------------------------------------------------------------------------------------------------
John Shukur                                2,500                              2,500                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Scott Michaels                             6,250                              6,250                                0
- -----------------------------------------------------------------------------------------------------------------------------------
Ryan A. Neely                             175,000                            175,000                               0
- -----------------------------------------------------------------------------------------------------------------------------------
Tim Neely                                  2,500                              2,500                                0
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Plan of Distribution
- --------------------

The selling security holders may sell our common stock in the over-the-counter
market, or on any securities exchange on which our common stock is or becomes
listed or traded, in negotiated transactions or otherwise. The selling security
holders may sell our common stock at prices then prevailing or related to the
then current market price or at negotiated prices. The shares will not be sold
in an underwritten public offering.

The shares may be sold directly or through brokers or dealers. The methods by
which the shares may be sold include:

      o     purchases by a broker or dealer as principal and resale by such
            broker or dealer for its account;
      o     ordinary brokerage transactions and transactions in which the
            broker solicits purchasers; and
      o     privately negotiated transactions.

Brokers and dealers engaged by selling security holders may arrange for other
brokers or dealers to participate. Brokers or dealers may receive commissions or
discounts from selling security holders, or, if any such broker-dealer acts as
agent for the purchaser of such shares, from such purchaser, in amounts to be
negotiated. Broker-dealers may agree with the selling security holders to sell a
specified number of such shares at a stipulated price per share, and, to the
extent such broker-dealer is unable to do so acting as agent for a selling
security holder, to purchase as principal any unsold shares at the price
required to fulfill the broker-dealer commitment to such selling security
holder. Broker-dealers who acquire shares as principal may resell those shares
from time to time in the over-the-counter market or otherwise at prices and on
terms then prevailing or then related to the then-current market price or in
negotiated transactions and, in connection with such resales, may receive or pay
commissions.

The selling security holders and any broker-dealers participating in the
distributions of the shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933. Any profit on the sale
of shares by the selling security holders and any commissions or discounts given
to any such broker-dealer may be deemed to be underwriting commissions or
discounts. The shares may also be sold pursuant to Rule 144 under the Securities
Act of 1933 beginning one year after the shares were issued.

We have filed the Registration Statement, of which this prospectus forms a part,
with respect to the sale of the shares by the selling security holders. The
selling security holders may not sell any or all of the offered shares.



                                       10
<PAGE>


Under the Securities Exchange Act of 1934 and the regulations thereunder, any
person engaged in a distribution of the shares of our common stock offered by
this prospectus may not simultaneously engage in market making activities with
respect to our common stock during the applicable "cooling off" periods prior to
the commencement of such distribution. Also, the selling security holders are
subject to applicable provisions which limit the timing of purchases and sales
of our common stock by the selling security holders.

We have informed the selling security holders that, during such time as they may
be engaged in a distribution of any of the shares we are registering by this
Registration Statement, they are required to comply with Regulation M. In
general, Regulation M precludes any selling security holder, any affiliated
purchasers and any broker-dealer or other person who participates in a
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase, any security which is the subject of the distribution
until the entire distribution is complete. Regulation M defines a "distribution"
as an offering of securities that is distinguished from ordinary trading
activities by the magnitude of the offering and the presence of special selling
efforts and selling methods. Regulation M also defines a "distribution
participant" as an underwriter, prospective underwriter, broker, dealer, or
other person who has agreed to participate or who is participating in a
distribution.

Regulation M prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security, except
as specifically permitted by Rule 104 of Regulation M. These stabilizing
transactions may cause the price of our common stock to be more than it would
otherwise be in the absence of these transactions. We have informed the selling
security holders that stabilizing transactions permitted by Regulation M allow
bids to purchase our common stock if the stabilizing bids do not exceed a
specified maximum. Regulation M specifically prohibits stabilizing that is the
result of fraudulent, manipulative, or deceptive practices. Selling security
holders and distribution participants are required to consult with their own
legal counsel to ensure compliance with Regulation M.

Legal Proceedings
- -----------------

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.

Directors, Executive Officers, Promoters and Control Persons
- ------------------------------------------------------------

Executive Officers and Directors. We are dependent on the efforts and abilities
of certain of our senior management. The interruption of the services of key
management could have a material adverse effect on our operations, profits and
future development, if suitable replacements are not promptly obtained. We
anticipate that we will enter into employment agreements with each of our key
executives. We cannot guaranty that each executive will remain with us during or
after the term of his or her employment agreement. In addition, our success
depends, in part, upon our ability to attract and retain other talented
personnel. Although we believe that our relations with our personnel are good
and that we will continue to be successful in attracting and retaining qualified
personnel, we cannot guaranty that we will be able to continue to do so. Our
officers and directors will hold office until their resignations or removal.

Our directors and principal executive officers are as specified on the following
table:

========================== ============== =====================================
                Name            Age                        Position
- -------------------------- -------------- -------------------------------------
Renee McCracken                 28        president, secretary, director
- -------------------------- -------------- -------------------------------------
Carol McCracken                 47        treasurer, director
========================== ============== =====================================

Renee McCracken. Renee McCracken has been our president, secretary and one of
our directors since our inception. From June 2000 to May 2001, Ms. McCracken has
worked on various video and commercial productions. From 1995 to 2000, Ms.
McCracken attended college and earned her Bachelor of Arts degree in film and
television production from Chapman University in 2000. From 1991 to 1995, Ms.
McCracken was a professional model and, as a result, has extensive experience in
the production of modeling shoots. Ms. McCracken is not an officer or director
of any reporting company.

Carol McCracken.  Carol McCracken has been our treasurer and one of our
directors since our inception. From 1999 to the present, Ms McCracken has
worked for New Horizons Computer Learning Centers, Inc. as a sales associate in


                                       11
<PAGE>


the corporate sales department. From 1995 to 1999, Ms McCracken was
self-employed as a loan officer for residential mortgage loans. Ms. McCracken
previously filed a petition for personal bankruptcy, which was granted in
March 1997.  Ms. McCracken is not an officer or director of any reporting
company.

Renee McCracken is the daughter of Carol McCracken. There are no orders,
judgments, or decrees of any governmental agency or administrator, or of any
court of competent jurisdiction, revoking or suspending for cause any license,
permit or other authority to engage in the securities business or in the sale of
a particular security or temporarily or permanently restraining any of our
officers or directors from engaging in or continuing any conduct, practice or
employment in connection with the purchase or sale of securities, or convicting
such person of any felony or misdemeanor involving a security, or any aspect of
the securities business or of theft or of any felony, nor are any of the
officers or directors of any corporation or entity affiliated with us so
enjoined.

Security Ownership of Certain Beneficial Owners and Management
- --------------------------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of August 8, 2001 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
<TABLE>
<CAPTION>
     <S>                     <C>                                          <C>                             <C>
================= ======================================== ==================================== =====================
Title of Class    Name of Beneficial Owner                 Amount of Beneficial Owner             Percent of Class
- ----------------- ---------------------------------------- ------------------------------------ ---------------------
Common Stock      Renee McCracken                                                                      60.52%
                  1402 Veteran Avenue #B                      3,700,000 shares, president,
                  Los Angeles, CA 90024                            secretary, director
- ----------------- ---------------------------------------- ------------------------------------ ---------------------
Common Stock      Carol McCracken                                                                      3.27%
                  1402 Veteran Avenue #B                   200,000 shares, treasurer, director
                  Los Angeles, CA 90024
- ----------------- ---------------------------------------- ------------------------------------ ---------------------
Common Stock      Thomas E. Stepp, Jr.
                  1301 Dove Street, Suite 460 Newport                440,000 shares
                  Beach, CA 92660                                                                      7.20%
- ----------------- ---------------------------------------- ------------------------------------ ---------------------
Common Stock      Michael Muellerleile
                  1301 Dove Street, Suite 460 Newport                440,000 shares
                  Beach, CA 92660                                                                      7.20%
- ----------------- ---------------------------------------- ------------------------------------ ---------------------
Common Stock      All directors and named executive
                  officers as a group                               3,900,000 shares                   63.79%
================= ======================================== ==================================== =====================
</TABLE>

Thomas E. Stepp, Jr. and Michael J. Muellerleile are employees of Stepp Law
Group, which serves as our legal counsel.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

Description Of Our Securities
- -----------------------------

Description of Capital Stock We are authorized to issue 50,000,000 shares of
$.001 par value common stock and 5,000,000 shares of $.001 par value preferred
stock. As of August 8, 2001, 6,113,750 shares of our common stock were issued
and outstanding.

Each shareholder of our common stock is entitled to a pro rata share of cash
distributions made to shareholders, including dividend payments. The holders of
our common stock are entitled to one vote for each share of record on all
matters to be voted on by shareholders. There is no cumulative voting with


                                       12
<PAGE>


respect to the election of our directors or any other matter. Therefore, the
holders of more than 50% of the shares voted for the election of those directors
can elect all of the directors. The holders of our common stock are entitled to
receive dividends when, as and if declared by our Board of Directors from funds
legally available therefor. Cash dividends are at the sole discretion of our
Board of Directors. In the event of our liquidation, dissolution or winding up,
the holders of common stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of our liabilities
and after provision has been made for each class of stock, if any, having any
preference in relation to our common stock. Holders of shares of our common
stock have no conversion, preemptive or other subscription rights, and there are
no redemption provisions applicable to our common stock.

Dividend Policy. We have never declared or paid a cash dividend on our capital
stock. We do not expect to pay cash dividends on our common stock in the
foreseeable future. We currently intend to retain our earnings, if any, for use
in our business. Any dividends declared in the future will be at the discretion
of our Board of Directors and subject to any restrictions that may be imposed by
our lenders.

Interest of Named Experts and Counsel
- -------------------------------------

No expert or our counsel was hired on a contingent basis, or will receive a
direct or indirect interest in us, except as specified below, or was a promoter
underwriter, voting trustee, director, officer, or employee of the company, at
any time prior to the filing of this Registration Statement.

Thomas E. Stepp, Jr., Michael J. Muellerleile, Deron M. Colby, Richard C.
Reincke, Amy M. Pontillas and Lan P. Nguyen are employees of Stepp Law
Group, which serves as our legal counsel. Thomas E. Stepp, Jr. owns 440,000
shares of our common stock. Michael J. Muellerleile owns 440,000 shares of
our common stock. Deron M. Colby owns 300,000 shares of our common stock.
Richard C. Reincke owns 300,000 shares of our common stock. Amy M.
Pontillas owns 100,000 shares of our common stock. Lan P. Nguyen owns 20,000
shares of our common stock.

Disclosure of Commission Position on Indemnification for Securities
Act Liabilities
- --------------------------------------------------------------------

Article Seventh of our Articles of Incorporation provides, among other things,
that our directors shall not be personally liable to us or our shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability:

o        for any breach of such director's duty of loyalty to us or our security
         holders;
o        for acts or omissions not in good faith or which involve intentional
         misconduct or a knowing violation  of law;
o        liability for unlawful payments of dividends or unlawful stock purchase
         or redemption by us; or
o        for any transaction from which such director derived any improper
         personal benefit.

Accordingly, our directors may have no liability to our shareholders for any
mistakes or errors of judgment or for any act of omission, unless the act or
omission involves intentional misconduct, fraud, or a knowing violation of law
or results in unlawful distributions to our shareholders.

Section 10 of our Bylaws also provides that our officers and directors shall be
indemnified and held harmless by us to the fullest extent permitted by the
provisions of Section 78.7502 of the Nevada Revised Statutes.

Indemnification Agreements. We will enter into indemnification agreements with
each of our executive officers. We will agree to indemnify each such person for
all expenses and liabilities, including criminal monetary judgments, penalties
and fines, incurred by such person in connection with any criminal or civil
action brought or threatened against such person by reason of such person being
or having been our officer or director or employee. In order to be entitled to
indemnification by us, such person must have acted in good faith and in a manner
such person believed to be in our best interests. With respect to criminal
actions, such person must have had no reasonable cause to believe his or her
conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that act and is, therefore, unenforceable.



                                       13
<PAGE>


Organization Within Last Five Years
- -----------------------------------

Transactions  with Promoters.  Renee McCracken was issued  3,700,000 shares of
our common stock in exchange for her services as our promoter.  The value of
the services performed by Ms. McCracken was approximately $3,700.

Description of Business
- -----------------------

Our Background.  We were incorporated in Nevada on May 21, 2001.

Our Business. We provide staffing services to film, video and television
production companies. Our staffing services consist of production services but
we intend to expand those services to include postproduction work as well as
talent and casting services. We anticipate that customers for our
production-staffing segment will primarily consist of small to mid-sized
companies engaged in movie and film production. Companies in this market segment
are engaged in the development and production of short-term projects such as
documentaries, videos, films, commercials and other small-scale assignments.

Our Staffing Services. The services, skills and labor offered by us will
generally include production assistants and film and video crews, such as back
line technicians, carpenters, lighting designers, lighting technicians, riggers,
sound designers, stage and scenery designers and other skilled laborers. We
believe that outsourcing of technical production staff in the entertainment
industry represents a growing trend among film and television businesses that
contract with third parties to provide particularized services, skills or labor
at an agreed price over a designated period.

Our Target Markets. We will provide our services to the film, television and
video industry as well as to the motion picture industry. The current motion
picture industry in the United States includes the production and theatrical or
television screening of feature-length motion pictures and the subsequent
distribution of such pictures in home video and ancillary markets. The industry
is dominated by the major studios including Universal Pictures, Warner Brothers,
including Turner Pictures, New Line Cinema and Castle Rock Entertainment,
Twentieth Century Fox, Sony Pictures Entertainment, including Columbia Pictures
and Tristar Pictures, Paramount Pictures, The Walt Disney Company, including
Buena Vista, Touchstone and Miramax, and MGM, including Metro Goldwyn Mayer
Pictures, United Artists Pictures, Orion Pictures and Goldwyn Entertainment
Company. These majors have traditionally produced and distributed the majority
of theatrical motion pictures, and made-for-TV movies. However, independent
motion picture production companies have also played an important role in the
production of motion pictures for the worldwide feature film and made-for-TV
markets.

Our production staffing segment customers will primarily of small to mid-sized
companies engaged in movie and film production. Companies in this market segment
are engaged in the development and production of short-term projects such as
documentaries, videos, films, commercials and other small-scale assignments.
Sales to these businesses are developed either locally or regionally and the
services, skills and labor offered will generally, include film and video crews,
such as back line technicians, carpenters, lighting designers, lighting
technicians, riggers, sound designers, stage and scenery designers and other
skilled laborers.

Growth Strategy.  Our ability to generate internal growth will be affected by
a number of factors, including our ability to:

o        negotiate acceptable contracts with production companies;
o        expand the range of services we offer to customers to address their
         evolving needs;
o        attract new customers;
o        increase the number of projects performed for existing customers;
o        hiring, training, and retaining employees;
o        expand our service areas; and
o        maintain low operating and overhead expenses.

Many of the factors affecting our ability to generate internal growth may be
beyond our control, and we cannot be certain that our strategies will be
successful or that we will be able to generate cash flow sufficient to fund our
operations and to support internal growth. Our inability to achieve internal
growth could materially and adversely affect our business, financial condition
and results of operations.


                                       14
<PAGE>


Competition. The temporary services industry is highly fragmented and
competitive with limited barriers to entry. We do not believe that there are any
existing competitors or entities that engage in staffing technical production
personnel. However, we do believe that there are several agencies that engage in
similar specialized services for our target market. These and other large
competitors have nationwide operations with substantially greater resources than
we do, which among other things could enable them to attempt to maintain or
increase their market share by enabling them to negotiate more favorable terms
with an employer, obtain a greater pool of qualified temporary employees and
engage in more effective advertising and marketing activities. There are also a
number of medium-sized regional firms that emphasize specialized niches and
compete with us in the film, television and video markets. Finally, numerous
small or single-office firms will compete with us.

We believe that the most important competitive factors in obtaining and
retaining our targeted clients are an understanding of a customer's specific job
requirements, the ability to provide qualified temporary personnel in a timely
manner and the quality and price of services. The primary competitive factors in
obtaining qualified candidates for temporary employment assignments are wages,
benefits and responsiveness to work schedules. Current and potential competitors
have established or may establish cooperative relationships among themselves or
directly with vendors and potential sponsors to obtain exclusive or
semi-exclusive rights regarding the services or goods that they provide. We
expect ongoing vigorous competition and pricing pressure from national, regional
and local providers. We cannot guaranty that we will be able to obtain market
share or profitability.

Government Regulation. Our services are subject to federal, state and local laws
and regulations concerning business activities generally. We are also subject to
regulation by federal, state and local agencies concerning the payment of
employee taxes, and provision of worker related insurance coverage. We will be
responsible for all employee-related expenses for our staff and temporary
employees, including workers' compensation, unemployment insurance, social
security taxes, state and local taxes and other general payroll expenses. Where
public insurance is unavailable, we plan to privately implement a deductible
workers' compensation program through a qualified insurer, based on actual
payroll. If actual payroll exceeds the estimated amount, we may owe additional
workers' compensation premiums for the policy year. We cannot guaranty that we
will be able to provide this level of coverage however because we are newly
formed and lack the capital to insure at this level.

Our Website www.reelstaff.com. Our current website displays our corporate logo
and contact information and provides a general description of the services that
we provide.

During the next twelve months, we intend to further develop our website. We
believe that our website can be used as both an informational and marketing tool
to increase our market presence. We propose to post a summary of our services as
well as a list of available jobs and qualified employees on our website to
facilitate the placement process. We believe that we can use our website to sell
our services as well as increase brand awareness.

Our Intellectual Property. We do not presently own any patents, trademarks,
licenses, concessions or royalties, although we have filed a state trademark
application for our corporate logo with the California trademark office. Our
success may depend in part upon our ability to preserve our trade secrets,
obtain and maintain patent protection for our technologies, products and
processes, and operate without infringing the proprietary rights of other
parties. However, we may rely on certain proprietary technologies, trade
secrets, and know-how that are not patentable. Although we may take action to
protect our unpatented trade secrets and our proprietary information, in part,
by the use of confidentiality agreements with our employees, consultants and
certain of our contractors, we cannot guaranty that:

o        these agreements will not be breached;
o        we would have adequate remedies for any breach; or
o        our proprietary trade secrets and know-how will not otherwise become
         known or be independently developed or discovered by competitors.

We cannot guaranty that our actions will be sufficient to prevent imitation or
duplication of either our products and services by others or prevent others from
claiming violations of their trade secrets and proprietary rights.


                                       15
<PAGE>


We own the Internet domain name www.reelstaff.com. Under current domain name
registration practices, no one else can obtain an identical domain name, but
someone might obtain a similar name, or the identical name with a different
suffix, such as ".org", or with a country designation. The regulation of domain
names in the United States and in foreign countries is subject to change, and we
could be unable to prevent third parties from acquiring domain names that
infringe upon or otherwise decrease the value of our domain names.

Our Research and Development. We are not currently conducting any research and
development activities other than the development of our website. We do not
anticipate conducting such activities in the near future.

Employees. As of August 8, 2001, we have one full time employee and one part
time employee. We believe that our relations with our employees are good. We are
not a party to any collective bargaining agreements. We anticipate entering into
an employment contract with Renee McCracken, our president, secretary and one of
our directors.

Facilities.  Our  administrative  offices are located  at1402  Veteran
Avenue,  Suite B, Los  Angeles,  California 90024.  We believe that our
facilities are adequate for our needs.  We do not own any real estate.

Management's Discussion and Analysis of Financial Condition and Results of
Operations
- --------------------------------------------------------------------------

For the period from May 21, 2001, our date of formation, through June 30, 2001.
- -------------------------------------------------------------------------------

Liquidity and Capital Resources.  We have cash of $12,603 as of June 30, 2001.
We believe that our available cash is sufficient to pay our day-to-day
expenditures.

Results of Operations.

Revenues. We have realized revenues of approximately $528 from production
staffing services that we provided during the period ended June 30, 2001. We
anticipate that we will generate more revenues as we expand our customer base.

Operating Expenses. For the period ended June 30, 2001, our total expenses were
approximately $10,365. The majority of those expenses were legal and
professional fees of $6,230. For the period ended June 30, 2001, we experienced
a net loss of approximately $9,837.

Our Plan of Operation for the Next Twelve Months. We have only generated
revenues of $528 from operations for the period ended June 30, 2001. To
effectuate our business plan during the next three to six months, we must
continue to market our temporary employment services. We are currently marketing
our temporary technical production staff services to the film, television and
video industries. To expand our marketing activities, we intend to develop
relationships with our clients and production companies. We hope to cultivate
our existing and prospective relationships with our clients so that we become
their primary source for technical production staff. We believe that we can
develop additional relationships with clients by diversifying our service
offering to include casting services for film, television, and video
productions.

Our plan of operation is materially dependent on our ability to generate
revenues. We believe that we will generate increased revenues in the next three
months. Any revenues generated will be used to increase our marketing activities
as well as expand our operations.

We have cash of $12,603 as of June 30, 2001. In the opinion of management,
available funds will satisfy our working capital requirements through December
2001. Our forecast for the period for which our financial resources will be
adequate to support our operations involves risks and uncertainties and actual
results could fail as a result of a number of factors. We anticipate that we may
need to raise additional capital to expand our operations. Such additional
capital may be raised through public or private financing as well as borrowings
and other sources. We cannot guaranty that additional funding will be available
on favorable terms, if at all. If adequate funds are not available, then our
ability to expand our operations may be adversely affected. If adequate funds
are not available, we believe that our officers and directors will contribute
funds to pay for our expenses. Therefore, we have not contemplated any plan of
liquidation in the event that we do not generate revenues.



                                       16
<PAGE>


We are not currently conducting any research and development activities, other
than the development of our website. We do not anticipate conducting such
activities in the near future. We do not anticipate that we will purchase or
sale of any significant equipment. In the event that we generate significant
revenues and expand our operations, then we may need to hire additional
employees or independent contractors as well as purchase or lease additional
equipment.

Description of Property
- -----------------------

Property held by us. As of the date specified in the following table, we held
the following property:

===================================== =======================================
         Property                               June 30, 2001
- ------------------------------------- ---------------------------------------
Cash                                                $12,603
- ------------------------------------- ---------------------------------------
Property and Equipment, net                           $0
===================================== =======================================

Our Facilities. Our headquarters are located at 1402 Veteran Avenue, Suite B,
Los Angeles, California 90024. We believe that our facilities are adequate for
our needs and that additional suitable space will be available on acceptable
terms as required. We do not own any real estate.

Certain Relationships and Related Transactions
- ----------------------------------------------

Renee McCracken, our president, secretary and one of our directors, currently
provides office space to us at no charge. Ms. McCracken does not expect to be
paid or reimbursed for providing office facilities.

Carol McCracken, our treasurer, director and shareholder, is the mother of Renee
McCracken, our president, secretary, director and shareholder.

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

o        disclosing such transactions in prospectus' where required;
o        disclose in any and all filings with the Securities and Exchange
         Commission, where required;
o        obtain uninterested directors consent; and
o        obtain shareholder consent where required.

Market for Common Equity and Related Stockholder Matters
- --------------------------------------------------------

Reports to Security Holders. Our securities are not listed for trading on any
exchange or quotation service. We are not required to comply with the timely
disclosure policies of any exchange or quotation service. The requirements to
which we would be subject if our securities were so listed typically include the
timely disclosure of a material change or fact with respect to our affairs and
the making of required filings. Although we are not required to deliver an
annual report to security holders, we intend to provide an annual report to our
security holders, which will include audited financial statements.

When this registration statement becomes effective, we will be a reporting
company pursuant to the Securities Exchange Act of 1934. We will be required
file annual, quarterly and periodic reports with the Securities and Exchange
Commission. The public may read and copy any materials filed with the Securities
and Exchange Commission at the Security and Exchange Commission's Public
Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public may
also obtain information on the operation of the Public Reference Room by calling
the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Securities and Exchange Commission. The address of that
site is http://www.sec.gov.

There are no shares that can be sold pursuant to Rule 144 promulgated pursuant
to the Securities Act of 1933. There are no outstanding options or warrants to
purchase, or securities convertible into, shares of our common stock. There are
no outstanding shares of our common stock that we have agreed to register under
the Securities Act for sale by security holders. The approximate number of
holders of record of shares of our common stock is twenty-eight.



                                       17
<PAGE>


There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

o        a description of the nature and level of risk in the market for penny
         stocks in both public offerings and secondary trading;
o        a description of the broker's or dealer's duties to the customer and of
         the rights and remedies available to the customer with respect to
         violation to such duties or other requirements of securities' laws;
o        a brief, clear, narrative description of a dealer market, including
         "bid" and "ask" prices for penny stocks and the significance of the
         spread between the "bid" and "ask" price;
o        a toll-free telephone number for inquiries on disciplinary actions;
o        definitions of significant terms in the disclosure document or in the
         conduct of  trading in penny stocks; and
o        such other information and is in such form including language, type,
         size and format, as the Securities and Exchange Commission shall
         require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

o        the bid and offer quotations for the penny stock;
o        the compensation of the broker-dealer and its salesperson in the
         transaction;
o        the number of shares to which such bid and ask prices apply, or other
         comparable information relating to  the depth and liquidity of the
         market for such stock; and
o        monthly account statements showing the market value of each penny
         stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

Executive Compensation
- ----------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Summary Compensation Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our Chief
Executive Officer and our other executive officers whose total annual salary and
bonus are anticipated to exceed $50,000 during the year ending December 31,
2001. Our Board of Directors may adopt an incentive stock option plan for our
executive officers which would result in additional compensation.
<TABLE>
<CAPTION>
=============================== ======== ============ ============= ===================== ===================
    <S>                          <C>         <C>         <C>                <C>                 <C>
Name and Principal Position      Year      Annual      Bonus ($)        Other Annual         All Other
                                          Salary ($)                  Compensation ($)      Compensation
- ------------------------------- -------- ------------ ------------- --------------------- -------------------
Renee McCracken - president,
secretary                         2001        None          None              None                None
- ------------------------------- -------- ------------ ------------- --------------------- -------------------
Carol McCracken - treasurer       2001        None          None              None                None
=============================== ======== ============ ============= ===================== ===================
</TABLE>

Compensation of Directors.  Our directors who are also our employees receive
no extra compensation for their service on our board of directors.

Employment Contracts. We anticipate that we will enter into an employment
agreement with Renee McCracken.

Stock Option Plan. We anticipate that we will adopt a stock option plan,
pursuant to which shares of our common stock will be reserved for issuance to
satisfy the exercise of options. The stock option plan will be designed to
retain qualified and competent officers, employees, and directors. Our board of
directors, or a committee thereof, shall administer the stock option plan and
will be authorized, in its sole and absolute discretion, to grant options
thereunder to all of our eligible employees, including officers, and to our
directors, whether or not those directors are also our employees. Options will
be granted pursuant to the provisions of the stock option plan on such terms,
subject to such conditions and at such exercise prices as shall be determined by
our board of directors. Options granted pursuant to the stock option plan shall
not be exercisable after the expiration of ten years from the date of grant.

Financial Statements
- --------------------




                                REEL STAFF, INC.
                          (A Development Stage Company)

                         REPORT AND FINANCIAL STATEMENTS

                                  JUNE 30, 2001




                                       18
<PAGE>







                                REEL STAFF, INC.
                          (a development stage company)

                                    CONTENTS




                                                                           PAGE
                                                                           ----

Independent Auditor's Report                                                1

Financial Statements:

     Balance Sheet                                                          2

     Statement of Operations                                                3

     Statement of Changes in Stockholders' Equity                           4

     Statement of Cash Flows                                                5

     Notes to Financial Statements                                          6






                                       19
<PAGE>






                          Independent Auditor's Report



To the Stockholders of
Reel Staff, Inc.


         I have audited the accompanying balance sheet of Reel Staff, Inc. (a
development stage company) as of June 30, 2001, and the related statements of
operations, changes in stockholders' equity, and cash flows for the period May
21, 2001 (inception) through June 30, 2001. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

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

         In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Reel Staff, Inc. (a
development stage company) as of June 30, 2001, and the results of its
operations and its cash flows for the period May 21, 2001 (inception) through
June 30, 2001 in conformity with generally accepted accounting principles.




                                        /s/ Quintanilla
                                        A Professional Accountancy Corporation
                                        Laguna Niguel, California


                                        August 3, 2001






                                       20
<PAGE>






                                REEL STAFF, INC.
                          (a development stage company)

                                  BALANCE SHEET

                                  JUNE 30, 2001



                                     ASSETS
                                     ------
Current assets
    Cash                                                       $         12,603
    Other current assets                                                    ---
                                                               ----------------

       Total current assets                                              12,603

Other assets                                                                ---
                                                               ----------------

       Total assets                                            $         12,603
                                                               ================



                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities
    Accounts payable and accrued expenses                      $          4,665
                                                               ----------------

       Total current liabilities                                          4,665
                                                               ----------------

Contingencies

Stockholders' Equity
    Preferred stock, $.001 par value;
       Authorized shares-- 5,000,000
       Issued and outstanding shares-- 0                                    ---
                                                               ----------------

    Common stock, $.001 par value;
       Authorized shares-- 50,000,000
       Issued and outstanding shares-- 6,113,750                          6,114
    Additional paid-in capital                                           11,661
    Deficit accumulated during the development stage                     (9,837)
                                                               ----------------

       Total stockholders' equity                                         7,938
                                                               ----------------

          Total liabilities and stockholders' equity           $         12,603
                                                               ================






                 See accompanying notes to financial statements

                                       21
<PAGE>







                                REEL STAFF, INC.
                          (a development stage company)

                             STATEMENT OF OPERATIONS

                 MAY 21, 2001 (INCEPTION) THROUGH JUNE 30, 2001



Revenues
    Production staffing                                       $             528
    Post-production staffing                                                ---
    Less: returns and allowances                                            ---
                                                             ------------------

       Net revenues                                                         528
                                                              -----------------


Operating expenses
    Consulting services                                                   4,100
    Legal and professional fees                                           6,230
    Office expense                                                           35
                                                              -----------------

       Total operating expenses                                          10,365
                                                              -----------------

Loss from operations                                                     (9,837)
                                                              -----------------

Provision for income tax expense (benefit)                                  ---
                                                              -----------------

Net loss/Comprehensive loss                                   $          (9,837)
                                                             ==================

Net income per common share-- basic and diluted               $            .002
                                                             ==================

Weighted average of common shares-- basic and diluted                 5,690,575
                                                             ==================




                 See accompanying notes to financial statements


                                       22
<PAGE>






                                REEL STAFF, INC.
                          (a development stage company)

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

              PERIOD MAY 21, 2001 (INCEPTION) THROUGH JUNE 30, 2001
<TABLE>
<CAPTION>
                                             Common Stock             Additional
                                             ------------               Paid-In         Accumulated
                                         Shares          Amount          Capital         Deficit              Total
                                        ----------    -----------     -----------     --------------      -----------
        <S>                                <C>            <C>             <C>               <C>                <C>
Balance, May 21, 2001                          ---    $       ---     $       ---     $          ---      $       ---

Issuance of common stock,
  May 22, 2001                           5,500,000          5,500             ---                ---            5,500

Issuance of common stock,
  May 28, 2001                              10,000             10             190                ---              200

Issuance of common stock,
  June 13, 2001                            345,000            345           6,555                ---            6,900

Issuance of common stock,
  June 17, 2001                             30,000             30             570                ---              600

Issuance of common stock,
  June 28, 2001                            228,750            229           4,346                ---            4,575

Net loss/Comprehensive loss                    ---            ---             ---             (9,837)          (9,837)
                                      ------------    -----------     -----------     ---------------     ------------

Balance, June 30, 2001                   6,113,750    $     6,114     $    11,661      $      (9,837)      $     7,938
                                     =============   ============    ============     ===============     ============
</TABLE>





                 See accompanying notes to financial statements

                                       23
<PAGE>





                                REEL STAFF, INC.
                          (a development stage company)

                             STATEMENT OF CASH FLOWS

                       MAY 21, 2001 THROUGH JUNE 30, 2001



CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                   $         (9,837)
    Adjustments to reconcile net loss to net cash used
    in operating activities
    Cost of consulting services paid with common stock                    4,100
    Cost of legal services paid with common stock                         1,600
    Changes in operating assets and liabilities
      Increase in accounts payable and accrued expenses                   4,665
                                                               -----------------

              Net cash provided by operating activities                     528
                                                               -----------------

CASH FLOWS FROM INVESTING ACTIVITIES                                        ---
                                                              ------------------

              Net cash provided by investing activities                     ---
                                                               -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock                               12,075
                                                               -----------------

              Net cash provided by financing activities                  12,075
                                                               -----------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                12,603

CASH AND CASH EQUIVALENTS, beginning of period                              ---
                                                               ----------------

CASH AND CASH EQUIVALENTS, end of period                       $         12,603
                                                               =================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Income taxes paid                                                       ---
                                                                ---------------
    Interest paid                                                           ---
                                                                ---------------
    Non-cash financing activities
      During the period May 21, 2000 (inception) through June 30, 2001, the
      Company issued 5,510,000 to its President, Secretary and third parties for
      Services valued at $5,700.






                 See accompanying notes to financial statements


                                       24
<PAGE>







                                REEL STAFF, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001



Note 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

         Business  Description - Reel Staff,  Inc. (the  "Company") was
incorporated in the state of Nevada on May 21,  2001.  The  Company is an
Internet  solutions  company  that  specializes  in  website  hosting  and
website development services. The Company is headquartered in Los Angeles,
California.

         Cash and Cash Equivalents - For purposes of the balance sheet and
statement of cash flows, the Company considers all highly liquid debt
instruments purchased with maturity of three months or less to be cash
equivalents.

         Fair Value of Financial Instruments - The carrying value of cash and
accounts payable and accrued expenses approximate their fair value due to the
short period to maturity of these instruments.

         Recognition of Revenues and Costs of Goods Sold - The Company records
revenues of its services when they are complete and collectibility is reasonably
assured. The Company will also provide an allowance for returns when experience
is established. Cost of goods sold consists of the payroll and related expenses
of personnel used.

         Income Taxes - The Company recognizes deferred tax assets and
liabilities based on differences between the financial reporting and tax bases
of assets and liabilities using the enacted tax rates and laws that are expected
to be in effect when the differences are expected to be recovered. The Company
provides a valuation allowance for deferred tax assets for which it does not
consider realization of such assets to be more likely than not.

         Net Loss per Common Share - The Company has adopted the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128"). SFAS 128 requires the reporting of basic and diluted earnings/loss per
share. Basic loss per share is calculated by dividing net loss by the weighted
average number of outstanding common shares during the period.

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




                                       25
<PAGE>




                                REEL STAFF, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001



Note 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

         New Accounting Pronouncements - In March 2000, the Emerging Issues Task
Force (EITF) of the FASB reached a consensus on EITF Issue 00-2, "Accounting for
Web Site Development Costs." This consensus provides guidance on what types of
costs incurred to develop Web sites should be capitalized or expensed. The
Company adopted this consensus on during 2000. Such capitalized costs, if
material, are to be included in "Fixed assets, net" and will be depreciated over
a period of two years.



NOTE 2 - CONTINGENCIES

         As shown in the accompanying financial statements, the Company has
incurred a net operating loss of $9,837 since inception through June 30, 2001.

         The Company is subject to those risks associated with development stage
companies. The Company has sustained losses since inception and additional
financing will be required by the Company to fund its development activities and
to support operations. However, there is no assurance that the Company will be
able to obtain additional financing. Furthermore, there is no assurance that
rapid technological changes, changing customer needs and evolving industry
standards associated with the Internet marketplace (e-commerce) will enable the
Company to introduce new products and services on a continual and timely basis
so that profitable operations can be attained.



NOTE 3 - ACCRUED EXPENSES

         Accrued Wages and Compensated Absences - The Company currently does not
have any employees. The majority of development costs and services have been
provided to the Company by outside, third party vendors. As such, there is no
accrual for wages or compensated absences as of June 30, 2001.



                                       26
<PAGE>



                                REEL STAFF, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2001



NOTE 4 - COMMON STOCK

         On May 22, 2001, the Company issued 3,900,000 shares of its common
stock to its officers and founders for consulting services and 1,600,000 shares
of its common stock to various individuals for legal services rendered in
connection with the initial organization costs incurred. Since there was no
readily available market value at the time the services were rendered, par value
of $0.001 per share was considered as a reasonable estimate of fair value by all
parties.

         On May 28, 2001, the Company issued 10,000 shares of its common stock
to an individual for consulting and design services. Since the Company had
prepared a Private Placement Memorandum Offering (as described in the following
paragraph), the Company utilized the value of its common stock associated with
that offering of $0.02 per share. This amount was considered a reasonable
estimate of fair value between the Company and the individual.

         On June 30, 2001, the Company completed a "best efforts" offering of
its common stock pursuant to the provisions of Section 4(2) of the Securities
Act of 1933 and Rule 506 of Regulation D promulgated by the Securities and
Exchange Commission. In accordance with the Private Placement Memorandum
Offering, which was initiated on May 25, 2001, the Company issued 603,750 shares
of its common stock at $0.02 per share for a total of $12,075 from June 13th -
June 30th 2001.




NOTE 5 - INCOME TAXES

         At June 30, 2001, the Company has available for federal income tax
purposes a net operating loss carryforward of approximately $9,837, expiring
2016, that may be used to offset future taxable income. Therefore, no provision
for income taxes has been provided.

         In addition, the Company has deferred tax assets of approximately
$2,345 at June 30, 2001. The Company has not recorded a benefit from its net
operating loss carryforward because realization of the benefit is uncertain and,
therefore, a valuation allowance of ($2,345) has been provided for the deferred
tax assets.




NOTE 6 - RELATED PARTY TRANSACTIONS

         On May 22, 2001, the Company issued 3,900,000 shares of its common
stock to it current officers for services as described in Note 4.





                                       27
<PAGE>






[Financial Statements inserted here on copy filed on EDGAR.]

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
- -------------------------------------------------------------------------

In June 2001, our Board of Directors appointed Quintanilla Accountancy
Corporation, independent accountant, to audit our financial statements for the
period from May 21, 2001, our date of formation, through June 30, 2001. Prior to
our appointment of Quintanilla Accountancy Corporation as our auditor, our
financial statements had not been audited.

There have been no disagreements with our accountant since our formation
required to be disclosed pursuant to Item 304 of Regulation S-B.

                                  LEGAL MATTERS

The validity of the issuance of the shares of common stock offered by the
selling security holders has been passed upon by Stepp Law Group, located in
Newport Beach, California.

                                     EXPERTS

Our financial statements for the period from May 21, 2001, our date of
formation, through June 30, 2001, appearing in this prospectus which is part of
a Registration Statement have been reviewed and audited, respectively, by
Quintanilla Accountancy Corporation, and are included in reliance upon such
reports given upon the authority of Quintanilla Accountancy Corporation, as
experts in accounting and auditing.

                             ADDITIONAL INFORMATION

We have filed a Registration Statement on Form SB-2 with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 with respect to the
common stock offered by the selling security holders. This prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules to the Registration Statement. For further information
regarding us and our common stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules filed as a part of the
Registration Statement.




                                       28
<PAGE>



                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers
- -----------------------------------------

Article Seventh of our Articles of Incorporation provides, among other things,
that our directors shall not be personally liable to us or our shareholders for
monetary damages for breach of fiduciary duty as a director, except for:

o        any breach of such director's duty of loyalty to us or our security
         holders;
o        acts or omissions not in good faith or which involve intentional
         misconduct or a knowing violation of law;
o        liability for unlawful payments of dividends or unlawful stock purchase
         or redemption by us; or
o        any transaction from which such director derived any improper personal
         benefit.

Accordingly, our directors may have no liability to our shareholders for any
mistakes or errors of judgment or for any act of omission, unless such act or
omission involves intentional misconduct, fraud, or a knowing violation of law
or results in unlawful distributions to our shareholders.

Our Articles of Incorporation provides that we will indemnify our directors to
the extent permitted by Nevada Revised Statutes, including circumstances in
which indemnification is otherwise discretionary under the Nevada Revised
Statutes. Our Articles of Incorporation also provides that to the extent that
Nevada Revised Statutes is amended to permit further indemnification, we will so
indemnify our directors.

Section 78.7502 of the Nevada Revised Statutes provides that a corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to or is involved in any pending, threatened, or completed
civil, criminal, administrative, or arbitration action, suit, or proceeding, or
any appeal therein or any inquiry or investigation which could result in such
action, suit, or proceeding, because of his or her being or having been our
director, officer, employee, or agent or of any constituent corporation absorbed
by us in a consolidation or merger or by reason of his or her being or having
been a director, officer, trustee, employee, or agent of any other corporation
or of any partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or such enterprise, serving as such at our request or of any such
constituent corporation, or the legal representative of any such director,
officer, trustee, employee, or agent, from and against any and all reasonable
costs, disbursements, and attorney's fees, and any and all amounts paid or
incurred in satisfaction of settlements, judgments, fines, and penalties,
incurred or suffered in connection with any such proceeding.

Section 10 of our Bylaws also provides that our officers and directors shall be
indemnified and held harmless by us to the fullest extent permitted by the
provisions of Section 78.7502 of the Nevada Revised Statutes.

Indemnification Agreements. We anticipate that we will enter into
indemnification agreements with each of our executive officers pursuant to which
we will agree to indemnify each such officer for all expenses and liabilities,
including criminal monetary judgments, penalties and fines, incurred by such
person in connection with any criminal or civil action brought or threatened
against such person by reason of such person being or having been our officer or
director or employee. To be entitled to indemnification by us, such officer must
have acted in good faith and in a manner such officer believed to be in our best
interests and, with respect to criminal actions, such person must have had no
reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.

Other Expenses of Issuance and Distribution
- -------------------------------------------

We will pay all expenses in connection with the registration and sale of the
common stock by the selling security holders. The estimated expenses of issuance
and distribution are set forth below.




                                       29
<PAGE>



========================================= ==================== ================
Registration Fees                         Approximately                 $63.99
- ----------------------------------------- -------------------- ----------------
Transfer Agent Fees                       Approximately                $650.00
- ----------------------------------------- -------------------- ----------------
Costs of Printing and Engraving           Approximately                $500.00
- ----------------------------------------- -------------------- ----------------
Legal Fees                                Approximately              $5,000.00
- ----------------------------------------- -------------------- ----------------
Accounting Fees                           Approximately              $2,500.00
========================================= ==================== ================

Recent Sales of Unregistered Securities
- ---------------------------------------

There have been no sales of unregistered securities within the last three years
which would be required to be disclosed pursuant to Item 701 of Regulation S-B,
except for the following:

In June 2001, we issued 613,750 shares of our common stock to twenty investors
for $0.02 per share. The shares were issued in a transaction which we believe
satisfies the requirements of that exemption from the registration and
prospectus delivery requirements of the Securities Act of 1933, which exemption
is specified by the provisions of Section 4(2) of that act and Rule 506 of
Regulation D promulgated pursuant to that act by the Securities and Exchange
Commission. Specifically, the offer was made to "accredited investors", as that
term is defined under applicable federal and state securities laws, and no more
than 35 non-accredited investors. We believe that each purchaser who was not an
accredited investor has such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and risks of the prospective
investment. Each investor was given adequate access to sufficient information
about us to make an informed investment decision. There were no commissions paid
on the sale of these shares. The net proceeds to us were $12,075. 10,000 of
those shares were issued to Renee Close in exchange for graphic design services,
which were valued at $200.

On May 22, 2001, we issued 1,600,000 shares of our common stock to Thomas E.
Stepp, Jr., Michael Muellerleile, Deron Colby, Richard Reincke, Amy Pontillas,
and Lan P. Nguyen, in a transaction which we believe satisfies the requirements
of that certain exemption from the registration and prospectus delivery
requirements of the Securities Act of 1933, which exemption is specified by the
provisions of Section 4(2) of the Securities Act of 1933, as amended. The shares
were issued in exchange for services provided to us, which were valued at
$1,600.

On May 22, 2001, we issued 3,900,000 shares of our common stock to our officers
and directors. Of this amount Renee McCracken, our president, secretary, and a
director received 3,700,000 shares of our common stock. Carol McCracken, our
treasurer and a director received 200,000 shares of our common stock. The shares
were issued in a transaction which we believe satisfies the requirements of that
certain exemption from the registration and prospectus delivery requirements of
the Securities Act of 1933, which exemption is specified by the provisions of
Section 4(2) of the Securities Act of 1933, as amended. The shares were issued
in exchange for services provided to us, which were valued at $3,900.

Exhibits
- --------

         Copies of the following documents are filed with this Registration
Statement as exhibits:

Exhibit No.
- -----------

1.                         Underwriting Agreement (not applicable)

3.1                        Articles of Incorporation

3.2                        Bylaws

5.                         Opinion Re: Legality

8.                         Opinion Re: Tax Matters (not applicable)




                                       30
<PAGE>



11.                        Statement Re: Computation of Per Share Earnings*

15.                        Letter on unaudited interim financial information
                           (not applicable)

23.1                       Consent of Auditors

23.2                       Consent of Counsel**

24.                        Power of Attorney is included on the Signature Page
                           of the Registration Statement

*        Included in Financial Statements
**       Included in Exhibit 5

Undertakings
- ------------

A. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities, other than the payment by us of expenses incurred or paid by
our director, officer or controlling person in the successful defense of any
action, suit or proceeding, is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

B.  We hereby undertake:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                 (ii)      To specify in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement or most recent post-effective amendment
                           thereof which, individually or in the aggregate,
                           represent a fundamental change in the information
                           set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered, if the
                           total dollar value of securities offered would not
                           exceed that which was registered, and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Securities and Exchange
                           Commission pursuant to Rule 424(b), Section
                           230.424(b) of Regulation S-B, if, in the aggregate,
                           the changes in volume and price represent no more
                           than a 20% change in the maximum aggregate offering
                           price set forth in the "Calculation of Registration
                           Fee" table in the effective Registration Statement;
                           and

                  (iii)    To include any additional or changed material
                           information with respect to the plan of distribution
                           not previously disclosed in the Registration
                           Statement or any material change to such information
                           in the Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.






                                       31
<PAGE>




                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended,
we certify that we have reasonable grounds to believe that we meet all of the
requirements of filing on Form SB-2 and authorized this Registration Statement
to be signed on our behalf by the undersigned, in the city of Newport Beach,
California, on August 8, 2001.

                                            Reel Staff, Inc.
                                            a Nevada corporation


                                            By:       /s/ Renee McCracken
                                                      -------------------------

                                                     Renee McCracken
                                            Its:     president, secretary,and a
                                                     director

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated:


 /s/ Renee McCracken                                    August 8, 2001
- --------------------------------------------
Renee McCracken
president, secretary and a director


 /s/ Carol McCracken                                    August 8, 2001
- --------------------------------------------
Carol McCracken
treasurer, principal financial officer and a director




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>3
<FILENAME>artofincorp.txt
<TEXT>


                            ARTICLES OF INCORPORATION
                                       OF
                                REEL STAFF, INC.

         I, the undersigned, for the purposes of incorporating and organizing a
corporation pursuant to the General Corporation Law of the State of Nevada, do
execute these Articles of Incorporation and do hereby certify as follows:

         FIRST. The name of this corporation is Reel Staff, Inc.
                                                ----------------

         SECOND. The address of this corporation's registered office in the
State of Nevada is 502 East John Street, Carson City, Nevada 89706. The name of
its resident agent at such address is CSC Services of Nevada, Inc.

         THIRD.  The purpose of this  corporation  is to engage in any lawful
act or activity for which  corporations  may be organized
pursuant to the General Corporation Law of the State of Nevada.

         FOURTH. The total number of shares of capital stock which this
corporation shall have authority to issue is fifty five million (55,000,000)
with a par value of $.001 per share amounting to $55,000.00. Fifty million
(50,000,000) of those shares are Common Stock and five million (5,000,000) of
those shares are Preferred Stock. Each share of Common Stock shall entitle the
holder thereof to one vote, in person or by proxy, on any matter on which action
of the stockholders of this corporation is sought. The holders of shares of
Preferred Stock shall have no right to vote such shares, except (i) determined
by the Board of Directors of this corporation in accordance with the provisions
of Section (3) of ARTICLE FIFTH of these Articles of Incorporation, or (ii) as
otherwise provided by the Nevada General Corporation Law, as amended from time
to time.

         FIFTH. The Board of Directors of this corporation shall be, and hereby
is, authorized and empowered, subject to limitations prescribed by law and the
provisions of the Article FOURTH of these Articles of Incorporation, to provide
for the issuance of the shares of Preferred Stock in series, and by filing a
certificate pursuant to the applicable law of the State of Nevada, to establish
from time to time the number of shares to be included in each such series, and
to fix the designations, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions of each such
series. The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:

         (1) The number of shares constituting such series and the distinctive
designation of such series;



                                       1
<PAGE>


         (2) The dividend rate on the shares of such series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of such series;

         (3) Whether such series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;

         (4) Whether such series shall have conversion privileges, and, if so,
the terms and conditions of such conversion privileges, including provision for
adjustment of the conversion rate, in such events as the Board of Directors
shall determine;

         (5) Whether or not the shares of such series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or date
upon or after which those shares shall be redeemable, and the amount per share
payable in the event of redemption, which amount may vary in different
circumstances and at different redemption dates;

         (6) Whether that series shall have a sinking fund for the redemption or
purchase of shares of such series, and, if so, the terms and amount of such
sinking fund;

         (7) The rights of the shares of such series in the event of voluntary
or involuntary liquidation, dissolution or winding up of this corporation, and
the relative rights of priority, if any, of payment of shares of such series;
and

         (8) Any other relative rights, preferences and limitations of such
series.

         Dividends on issued and outstanding shares of Preferred Stock shall be
paid or declared and set apart for payment prior to any dividends shall be paid
or declared and set apart for payment on the shares of Common Stock with respect
to the same dividend period.

         If, upon any voluntary or involuntary liquidation, dissolution or
winding up of this corporation, the assets of this corporation available for
distribution to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full and complete preferential amount to
which such holders are entitled, then such assets shall be distributed ratably
among the shares of all series of Preferred Stock in accordance with the
respective preferential amounts, including unpaid cumulative dividends, if any,
payable with respect thereto.

         SIXTH. The incorporator of this corporation is Michael Muellerleile,
whose mailing address is 1301 Dove Street, Suite 460, Newport Beach, California
92660. The powers of the incorporator are to terminate upon the filing of these
Articles of Incorporation.

         SEVENTH. No director or officer of this corporation shall have any
personal liability to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, except that this Article


                                       2
<PAGE>



Seventh shall not eliminate or limit the liability of a director or officer for
(i) acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of dividends in violation of the Nevada
General Corporation Law. Any repeal or modification of this article by the
stockholders of this corporation shall not adversely affect any right or
protection of any director of this corporation existing at the time of such
repeal or modification.

         EIGHTH. This corporation reserves the right at any time, and from time
to time, to amend, alter, change or repeal any provision specified in these
Articles of Incorporation, and other provisions authorized by the laws of the
State of Nevada at any such time then in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to these Articles of Incorporation in
their present form or as hereafter amended are granted subject to the rights
reserved in this article.

         NINTH. Capital stock issued by this corporation after the amount of the
subscription price or par value therefor has been paid in full shall not be
subject to pay debts of this corporation, and no capital stock issued by this
corporation and for which payment has been made shall ever be assessable or
assessed.

         TENTH. (a) The affairs of this corporation shall be governed by a Board
of Directors of not more than fifteen (15) persons nor less than one (1) person,
as determined from time to time by vote of a majority of the Board of Directors
of this corporation; provided, however, that the number of directors shall not
be reduced so as to reduce the term of any director at the time in office. The
name and address of the initial member of the Board of Directors, which shall
initially consist of one director, are:

                                    1.      Renee McCracken
                                            1402 Veteran Ave. #B
                                            Los Angeles, CA 90024

         (b) The Board of Directors of this corporation shall be divided into
three (3) classes, as nearly equal in numbers as the then total number of
directors constituting the entire Board of Directors permits, with the term of
office of one class expiring each year. At the first annual meeting of
stockholders of this corporation directors of the first class shall be elected
to hold office for a term expiring at the next succeeding annual meeting of
those stockholders, directors of the second class shall be elected to hold
office for a term expiring at the second succeeding annual meeting, and


                                       3
<PAGE>


directors of the third class shall be elected to hold office for a term expiring
at the third succeeding annual meeting of those stockholders. Any vacancies in
the Board of Directors for any reason, and any directorships resulting from any
increase in the number of directors, may be filled by the Board of Directors,
acting by a majority of the directors then in office, although less than a
quorum, and any directors so chosen shall hold office until the next election of
the class for which such directors shall have been chosen and until their
successors shall be elected and qualified. Notwithstanding the foregoing, and
except as otherwise required by law, whenever the holders of any one or more
series of Preferred Stock shall have the right, voting separately as a class, to
elect one or more directors of this corporation, the terms of the director or
directors elected by such holders shall expire at the next succeeding annual
meeting of stockholders. Subject to the foregoing, at each annual meeting of
stockholders the successors to the class of directors whose terms shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting of stockholders.

         (c) Notwithstanding any other provisions of these Articles of
Incorporation or the bylaws of this corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, these Articles of
Incorporation or the bylaws of this corporation), any director or the entire
Board of Directors of this corporation may be removed at any time, but only for
cause and only by the affirmative vote of the holders of seventy-five percent
(75%) or more of the outstanding shares of capital stock of this corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders of this corporation
called for that purpose. Notwithstanding the foregoing, and except as otherwise
required by law, whenever the holders of any one or more series of Preferred
Stock shall have the right, voting separately as a class, to elect one or more
directors of this corporation, the provisions of section (c) of this article
shall not apply with respect to the director or directors elected by such
holders of Preferred Stock.

         ELEVENTH.  The period of existence of this corporation shall be
perpetual.

         TWELFTH. No contract or other transaction between this corporation and
any other corporation, whether or not a majority of the shares of the capital
stock of such other corporation is owned by this corporation, and no act of this
corporation shall in any way be affected or invalidated by the fact that any of
the directors of this corporation are pecuniarily or otherwise interested in, or
are directors or officers of such other corporation. Any director of this
corporation, individually, or any firm of which such director may be a member,
may be a party to, or may be pecuniarily or otherwise interested in any contract
or transaction of this corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of this corporation, or a majority thereof; and any director
of this corporation who is also a director or officer of such other corporation,
or who is so interested, may be counted in determining the existence of a quorum
at any meeting of the Board of Directors of this corporation that shall
authorize such contract or transaction, and may vote thereat to authorize such
contract or transaction, with the same force and effect as if he or she were not
such director or officer of such other corporation or not so interested.



                                       4
<PAGE>


         THIRTEENTH. Subject to the provisions of any series of Preferred Stock
of this corporation which may at the time be issued and outstanding and
convertible into shares of Common Stock of this corporation, the affirmative
vote of at least two-thirds (2/3) of the outstanding shares of Common Stock held
by stockholders of this corporation other than the "related person" (as defined
later in these Articles of Incorporation), shall be required for the approval or
authorization of any "business combination" (as defined later in these Articles
of Incorporation) of this corporation with any related person; provided,
however, that such voting requirement shall not be applicable if:

                  (1) The business combination was approved by the Board of
         Directors of this corporation either (A) prior to the acquisition by
         such related person of the beneficial ownership of twenty percent (20%)
         or requisition the outstanding shares of the Common Stock of this
         corporation, or (B) after such acquisition, but only during such time
         as such related person has sought and obtained the unanimous approval
         by the Board of Directors of this corporation of such acquisition of
         more than 20% of the Common Stock prior to such acquisition being
         consummated; or

                  (2) The business combination is solely between this
         corporation and another corporation, fifty percent (50%) or more of the
         voting stock of which is owned by a related person; provided, however,
         that each stockholder of this corporation receives the same type of
         consideration in such transaction in proportion to his or her
         stockholdings; or

                  (3) All of the following conditions are satisfied:

                           (A) The cash or fair market value of the property,
                  securities or other consideration to be received per share by
                  holders of Common Stock of this corporation in the business
                  combination is not less than the higher of (i) the highest per
                  share price (including brokerage commissions, soliciting
                  dealers fees, dealer-management compensation, and other
                  expenses, including, but not limited to, costs of newspaper
                  advertisements, printing expenses and attorneys' fees) paid by
                  such related person in acquiring any of its holdings of this
                  corporation's Common Stock or (ii) an amount which has the
                  same or a greater percentage relationship to the market price
                  of this corporation's Common Stock immediately prior to the
                  commencement of acquisition of this corporation's Common Stock
                  by such related person, but in no event in excess of two (2)
                  times the highest per share price determined in clause (i),
                  above; and

                           (B) After becoming a related person and prior to the
                  consummation of such business combination, (i) such related
                  person shall not have acquired any newly issued shares of
                  capital stock, directly or indirectly, from this corporation
                  (except upon conversion of convertible securities acquired by
                  it prior to becoming a related person or upon compliance with


                                       5
<PAGE>

                  the provision of this article or as a result of a pro rata
                  stock dividend or stock split) and (ii) such related person
                  shall not have received the benefit, directly or indirectly,
                  (except proportionately as a stockholder) of any loans,
                  advances, guarantees, pledges or other financial assistance or
                  tax credits provided by this corporation, or made any major
                  changes in this corporation's business or equity capital
                  structure; and

                           (C) A proxy statement complying with the requirements
                  of the Securities Exchange Act of 1934, whether or not this
                  corporation is then subject to such requirements, shall be
                  mailed to the public stockholders of this corporation for the
                  purpose of soliciting stockholder approval of such business
                  combination and shall contain at the front thereof, in a
                  prominent place (i) any recommendations as to the advisability
                  (or inadvisability) of the business combination which the
                  continuing directors, or any outside directors, may determine
                  to specify, and (ii) the opinion of a reputable national
                  investment banking firm as to the fairness (or not) of the
                  terms of such business combination, from the point of view of
                  the remaining public stockholders of this corporation (such
                  investment banking firm to be engaged solely on behalf of the
                  remaining public stockholders, to be paid a reasonable fee for
                  its services by this corporation upon receipt of such opinion,
                  to be a reputable national investment banking firm which has
                  not previously been associated with such related person and,
                  if there are at the time any such directors, to be selected by
                  a majority of the continuing directors and outside directors).

For purposes of this article:

         (1) The term "business combination" shall be defined as and mean (a)
any merger or consolidation of this corporation with or into a related person;
(b) any sale, lease, exchange, transfer or other disposition, including, without
limitation, a mortgage or any other security device, of all or any substantial
part of the assets of this corporation, including, without limitation, any
voting securities of a subsidiary, or of a subsidiary, to a related person; (c)
any merger or consolidation of a related person with or into this corporation or
a subsidiary of this corporation; (d) any sale, lease, exchange, transfer or
other disposition of all or any substantial part of the assets of a related
person to this corporation or a subsidiary of this corporation; (e) the issuance
of any securities of this corporation or a subsidiary of this corporation to a
related person; (f) the acquisition by this corporation or a subsidiary of this
corporation of any securities of a related person; (g) any reclassification of
Common Stock of this corporation, or any recapitalization involving Common Stock
of this corporation, consummated within five (5) years after a related person
becomes a related person, and (h) any agreement, contract or other arrangement
providing for any of the transactions described in this definition of business
combination.

         (2) The term "related person" shall be defined as and mean and include
any individual, corporation, trust, association, partnership or other person or
entity which, together with their "affiliates" and "associates" (defined later
in these Articles of Incorporation), "beneficially" owns (as this term is
defined in Rule 13d-3 of the General Rules and Regulations pursuant to the
Securities Exchange Act of 1934), in the aggregate 20% or more of the
outstanding shares of the Common Stock of this corporation, and any "affiliate"
or "associate" (as those terms are defined in Rule 12b-2 pursuant to the
Securities Exchange Act of 1934) of any such individual, corporation, trust,
association, partnership or other person or entity;



                                       6
<PAGE>


         (3) The term "substantial part" shall be defined as and mean more than
ten percent (10%) of the total assets of the corporation in question, as of the
end of its most recent fiscal year ending prior to the time the determination is
being made;

         (4) Without limitation, any shares of Common Stock of this corporation
which any related person has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise, shall be
deemed beneficially owned by such related person;

         (5) For the purposes of this article, the term "other consideration to
be received" shall include, without limitation, Common Stock of this corporation
retained by its existing public stockholders in the event of a business
combination with such related person pursuant to which this corporation is the
surviving corporation; and

         (6) With respect to any proposed business combination, the term
"continuing director" shall be defined as and mean a director who was a member
of the Board of Directors of this corporation immediately prior to the time that
any related person involved in the proposed business combination acquired twenty
percent (20%) or more of the outstanding shares of Common Stock of this
corporation, and the term "outside director" shall be defined as and mean a
director who is not (a) an officer or employee of this corporation or any
relative of an officer or employee, (b) a related person or an officer, director
employee, associate or affiliate of a related person, or a relative of any of
the foregoing, or (c) a person having a direct or indirect material business
relationship with this corporation.

         FOURTEENTH. No action required to be taken or which may be taken at any
annual or special meeting of stockholders of this corporation may be taken
without a meeting, and the power of stockholders to consent in writing, without
a meeting, to the taking of any action is specifically denied.

         FIFTEENTH. All of the powers of this corporation, insofar as the same
may be lawfully vested by these Articles of Incorporation in the Board of
Directors, are hereby conferred upon the Board of Directors of this corporation.
In furtherance and not in limitation of that power, the Board of Directors shall
have the power to make, adopt, alter, amend and repeal from time to time bylaws
of this corporation, subject to the right of the shareholders entitled to vote
with respect thereto to adopt, alter, amend and repeal bylaws made by the Board
of Directors; provided, however, that bylaws shall not be adopted, altered,
amended or repealed by the stockholders of this corporation, except by the vote
of the holders of not less than two thirds (2/3) of the outstanding shares of
stock entitled to vote upon the election of directors.

         The undersigned incorporator hereby acknowledges that the foregoing
Articles of Incorporation is his act and deed.

         IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed
his signature at Newport Beach, California this 21st day of May 2001.

Incorporator:

/s/ Michael Muellerleile
- ---------------------------
Michael Muellerleile



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>4
<FILENAME>reel_bylaws.txt
<TEXT>


                                     BYLAWS
                                       OF
                                REEL STAFF, INC.
                              a Nevada corporation

                               SECTION 1. OFFICES

         The principal office of Reel Staff, Inc., a Nevada corporation
("Corporation") shall be located at the principal place of business or such
other place as the Board of Directors ("Board") may designate. The Corporation
may have such other offices, either within or without the State of Nevada, as
the Board may designate or as the business of the Corporation may require from
time to time.

                             SECTION 2. SHAREHOLDERS

2.1 Annual Meeting

         The annual meeting of the shareholders shall be held the first Friday
of March in each year, or on such other day as shall be fixed by resolution of
the Board, at the principal office of the Corporation, or such other place as
fixed by the Board, for the purpose of electing directors and transacting such
other business as may properly come before that meeting. If the day fixed for
the annual meeting is a legal holiday at the place of that meeting, that meeting
shall be held on the next succeeding business day.

2.2 Special Meetings

         The Board, the President, or the Chairperson of the Board, may call
special meetings of the shareholders for any purpose. The holders of not less
than ten percent (10%) of all the outstanding shares of the Corporation entitled
to vote for or against any issue proposed to be considered at the proposed
special meeting, if they date, sign and deliver to the Corporation's Secretary a
written demand for a special meeting specifying the purpose or purposes for
which it is to be held, may call a special meeting of the shareholders for such
specified purpose.

2.3 Place of Meeting

         All meetings shall be held at the principal office of the Corporation,
or at such other place as designated by the Board, by any persons entitled to
call a meeting pursuant to the bylaws, or in a waiver of notice signed by all of
the shareholders entitled to vote at that meeting.



                                      1
<PAGE>


2.4 Notice of Meeting

         (a) The Corporation shall cause to be delivered to each shareholder
entitled to notice of, or to vote at, an annual or special meeting of
shareholders, either personally or by mail, not less than ten (10) days nor more
than sixty (60) days before that meeting, written notice stating the date, time
and place of that meeting and, in the case of a special meeting, the purpose or
purposes for which that meeting is called.

         (b) Notice to a shareholder of an annual or special shareholders
meeting shall be in writing. Such notice, if in comprehensible form, is
effective (a) when mailed, if it is mailed postpaid and is correctly addressed
to that shareholder's address specified in the Corporation's then current record
of shareholders, or (b) when received by that shareholder, if it is delivered by
telegraph, facsimile transmission or private courier.

         (c) If an annual or special shareholders meeting is adjourned to a
different date, time, or place, notice of the new date, time, or place shall not
be required if the new date, time, or place is announced at that meeting before
adjournment, unless a new record date for the adjourned meeting is, or must be,
fixed pursuant to (i) Section 2.6(a) of these bylaws or (ii) the Nevada General
Corporation Law.

2.5 Waiver of Notice

         (a) Whenever any notice is required to be given to any shareholder
pursuant to the provisions of these bylaws, the Articles of Incorporation or the
Nevada General Corporation Law, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
specified in such notice, and delivered to the Corporation for inclusion in the
minutes for filing with the corporate records, shall be deemed equivalent to the
giving of such notice.

         (b) The attendance of a shareholder at a meeting shall be a waiver of
each objection to lack of, or defect in, notice of such meeting or of
consideration of a particular matter at that meeting, unless that shareholder,
at the beginning of that meeting or prior to consideration of such matter,
objects to holding that meeting, transacting business at that meeting, or
considering the matter when presented at that meeting.


2.6 Fixing of Record Date for Determining Shareholders

          (a) For the purpose of determining shareholders entitled to notice of,
or to vote at, any meeting of shareholders, or any adjournment thereof, or
shareholders entitled to receive payment of any dividend, or to make a
determination of shareholders for any other purpose, the Board may fix in
advance a date as the record date for any such determination. Such record date
shall be not more than seventy (70) days, and in case of a meeting of
shareholders, not less than ten (10) days, prior to the date on which the


                                      3
<PAGE>


particular action requiring such determination is to be taken. If no record date
is fixed for the determination of shareholders entitled to notice of, or to vote
at, a meeting, or to receive payment of a dividend, the date on which the notice
of meeting is mailed or on which the resolution of the Board declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination. Such determination shall apply to any adjournment of that
meeting; provided, however, such adjournment is not set for a date more than one
hundred twenty (120) days after the date fixed for the original meeting.

         (b) The record date for the determination of shareholders entitled to
demand a special shareholders meeting shall be the date the first shareholder
signs the demand.

2.7 Shareholders' List

         (a) Beginning two (2) business days after notice of a meeting of
shareholders is given, a complete alphabetical list of the shareholders entitled
to notice of that meeting shall be made, arranged by voting group, and within
each voting group by class or series, with the address of and number of shares
held by each shareholder. Such record shall be kept on file at the Corporation's
principal office or at a place identified in that meeting notice in the city
where the meeting will be held. On written demand, such record shall be subject
to inspection by any shareholder at any time during normal business hours. Such
record shall also be kept open at that meeting for inspection by any
shareholder.

         (b) A shareholder may, on written demand, copy the shareholders' list
at such shareholder's expense during regular business hours; provided, however,
that:

                  (i)      Such shareholder's demand is made in good faith and
                           for another purpose;

                  (ii)     Such  shareholder  has  described  with  reasonable
                           particularity  such  shareholder's purpose specified
                           in the written demand; and

                  (iii)    The shareholders' list is directly related to such
                           shareholder's purpose.

2.8 Quorum

         A majority of the votes entitled to be cast on a matter at a meeting by
a voting group, represented in person or by proxy, shall constitute a quorum of
that voting group for action on that matter at a meeting of the shareholders. If
a quorum is not present for a matter to be acted upon, a majority of the shares
represented at that meeting may adjourn that meeting from time to time without
additional notice. If the necessary quorum is present or represented at a
reconvened meeting following such an adjournment, any business may be transacted
that might have been transacted at the meeting as originally called. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.


                                       4
<PAGE>


2.9 Manner of Acting

         (a) If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
affirmative vote of a greater number is required by these bylaws, the Articles
of Incorporation or the Nevada General Corporation Law.

         (b) If a matter is to be voted on by a single group, action on that
matter is taken when voted upon by that voting group. If a matter is to be voted
on by two (2) or more voting groups, action on that matter is taken only when
voted upon by each of those voting groups counted separately. Action may be
taken by one voting group on a matter even though no action is taken by another
voting group entitled to vote on such matter.

2.10 Proxies

         A shareholder may vote by proxy executed in writing by that shareholder
or by his or her attorney-in-fact. Such proxy shall be effective when received
by the Secretary or other officer or agent authorized to tabulate votes at the
meeting. A proxy shall become invalid eleven (11) months after the date of its
execution, unless otherwise expressly provided in the proxy. A proxy for a
specified meeting shall entitle the holder thereof to vote at any adjournment of
that meeting, but shall not be valid after the final adjournment thereof.

2.11 Voting of Shares

         Each outstanding share entitled to vote shall be entitled to one vote
upon each matter submitted to a vote at a meeting of shareholders.



                                       5
<PAGE>


2.12 Voting for Directors

         Each shareholder may vote, in person or by proxy, the number of shares
owned by such shareholder that are entitled to vote at an election of directors,
for as many persons as there are directors to be elected and for whose election
such shares have a right to vote. Unless otherwise provided in the Articles of
Incorporation, directors are elected by a plurality of the votes cast by shares
entitled to vote in the election at a meeting at which a quorum is present.

2.13 Voting of Shares by Corporations

         2.13.1 Shares Held by Another Corporation

                  Shares standing in the name of another corporation may be
         voted by such officer, agent or proxy as the bylaws of such other
         corporation may prescribe, or, in the absence of such provision, as the
         board of directors of such corporation may determine; provided,
         however, such shares are not entitled to vote if the Corporation owns,
         directly or indirectly, a majority of the shares entitled to vote for
         directors of such other corporation.

         2.13.2 Shares Held by the Corporation

                  Authorized but unissued shares shall not be voted or counted
         for determining whether a quorum exists at any meeting or counted in
         determining the total number of outstanding shares at any given time.
         Notwithstanding the foregoing, shares of its own stock held by the
         Corporation in a fiduciary capacity may be counted for purposes of
         determining whether a quorum exists, and may be voted by the
         Corporation.

2.14     Acceptance or Rejection of Shareholder Votes, Consents, Waivers and
         Proxy Appointments

         2.14.1 Documents Bearing Name of Shareholders

                  If the name signed on a vote, consent, waiver or proxy
         appointment corresponds to the name of a shareholder, the Secretary or
         other agent authorized to tabulate votes at the meeting may, if acting
         in good faith, accept such vote, consent, waiver or proxy appointment
         and give it effect as the act of the shareholder.



         2.14.2 Documents Bearing Name of Third Parties

                  If the name signed on a vote, consent, waiver or proxy
         appointment does not correspond to the name of its shareholder, the
         Secretary or other agent authorized to tabulate votes at the meeting
         may nevertheless, if acting in good faith, accept such vote, consent,
         waiver or proxy appointment and give it effect as the act of the


                                       6
<PAGE>


         shareholder if:

                           (a) The  shareholder  is an entity and the name
                  signed  purports to be that of an officer or an agent of that
                  entity;

                           (b) The name signed purports to be that of an
                  administrator, executor, guardian or conservator representing
                  the shareholder and, if the Secretary or other agent requests,
                  acceptable evidence of fiduciary status has been presented;

                           (c) The name signed purports to be that of a receiver
                  or trustee in bankruptcy of the shareholder, and, if the
                  Secretary or other agent requests, acceptable evidence of this
                  status has been presented;

                           (d) The name signed purports to be that of a pledgee,
                  beneficial owner or attorney-in-fact of the shareholder and,
                  if the Secretary or other agent requests, acceptable evidence
                  of the signatory's authority to sign has been presented; or

                           (e) Two or more persons are the shareholder as
                  co-owners or fiduciaries and the name signed purports to be
                  the name of at least one of the co-owners and the person
                  signing appears to be acting on behalf of all co-owners.

         2.14.3 Rejection of Documents

                  The Secretary or other agent authorized to tabulate votes at
         the meeting is entitled to reject a vote, consent, waiver or proxy
         appointment if such agent, acting in good faith, has reasonable basis
         for doubt about the validity of the signature on it or about the
         signatory's authority to sign for the shareholder.



                          SECTION 3. BOARD OF DIRECTORS

3.1 General Powers

         The business and affairs of the Corporation shall be managed by the
Board, except as may be otherwise provided in these Bylaws, the Articles of
Incorporation or the Nevada General Corporation Law.



                                       8
<PAGE>


3.2 Number, Tenure and Qualifications

         The Board of Directors shall consist of no less than one (1) and no
more than fifteen (15) Directors, the specific number to be set by resolution of
the Board of Directors. The number of directors may be changed from time to time
by amendment to these Bylaws, but no decrease in the number of directors shall
shorten the term of any incumbent director. The terms of the directors expire at
the next annual shareholder's meeting following their election. Despite the
expiration of a director's term, however, the director shall continue to serve
until such director's successor is elected and qualifies or until there is a
decrease in the number of directors. Directors need not be shareholders of the
Corporation or residents of the State of Nevada.

3.3 Annual and Regular Meetings

         An annual meeting of the Board of Directors shall be held without
additional notice immediately after and at the same place as the annual meeting
of shareholders.

         By resolution the Board of Directors, or any committee thereof, may
specify the time and place for holding regular meetings thereof without other
notice than such resolution.

3.4 Special Meetings

         Special meetings of the Board of Directors or any committee designated
by the Board of Directors may be called by or at the request of the Chair of the
Board of Directors, or the President or any director and, in the case of any
special meeting of any committee designated by the Board of Directors, by the
Chair thereof. The person or persons authorized to call special meetings may fix
any place either within or without the State of Nevada as the place for holding
any special Board or committee meeting called by them.

3.5 Meetings by Telecommunications

         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
such committee by use of any means of telecommunications equipment pursuant to
which all persons participating may simultaneously hear each other during such
meeting. Participation by such method shall be deemed presence in person at such
meeting.

3.6 Notice of Special Meetings

         Notice of a special Board of Directors or committee meeting specifying
the date, time and place of such meeting shall be given to a director in writing
or orally by telephone or in person as specified below. Neither the business to
be transacted at, nor the purpose of, any special meeting need be specified in
the notice of such meeting.


                                       9
<PAGE>


         3.6.1 Personal Delivery

                  If delivery is by personal service, the notice shall be
         effective if delivered at the address specified on the records of the
         Corporation at least one day before the meeting.

         3.6.2 Delivery by Mail

                  If notice is delivered by mail, the notice shall be deemed
         effective if deposited in the official government mail at least five
         (5) days before the meeting properly addressed to a director at his or
         her address specified on the records of the Corporation with postage
         prepaid.


         3.6.3 Delivery by Telegraph

                  If notice is delivered by telegraph, the notice shall be
         deemed effective if the content thereof is delivered to the telegraph
         company by such time that the telegraph company guarantees delivery at
         least one day before the meeting.

         3.6.4 Oral Notice

                  If notice is delivered orally, by telephone or in person, the
         notice shall be effective if personally given to a director at least
         one day before the meeting.


         3.6.5 Notice by Facsimile Transmission

                  If notice is delivered by facsimile transmission, the notice
         shall be deemed effective if the content thereof is transmitted to the
         office of a director, at the facsimile number specified on the records
         of the Corporation, at least one day before the meeting, and receipt is
         either confirmed by confirming transmission equipment or acknowledged
         by the receiving office.

         3.6.6 Notice by Private Courier

                  If notice is delivered by private courier, the notice shall be
         deemed effective if delivered to the courier, properly addressed and
         prepaid, by such time that the courier guarantees delivery at least one
         day before the meeting.


                                       10
<PAGE>


3.7 Waiver of Notice

         3.7.1 Written Waiver

                  Whenever any notice is required to be given to any director
         pursuant to the provisions of these Bylaws, the Articles of
         Incorporation or the Nevada General Corporation Law, a waiver thereof
         in writing, executed at any time, specifying the meeting for which
         notice is waived, signed by the person or persons entitled to such
         notice, and filed with the minutes or corporate records, shall be
         deemed equivalent to the giving of such notice.

         3.7.2 Waiver by Attendance

                  The attendance of a director at a Board of Directors or
         committee meeting shall constitute a waiver of notice of such meeting,
         unless such director, at the beginning of the meeting, or promptly upon
         such director's arrival, objects to holding the meeting or transacting
         any business at the meeting and does not thereafter vote for or assent
         to action taken at the meeting.

3.8 Quorum

         A majority of the number of directors determined by or in the manner
provided by these Bylaws shall constitute a quorum for the transaction of
business at any Board of Directors meeting.



3.9 Manner of Acting

         The act of the majority of the directors present at a Board of
Directors or committee meeting at which there is a quorum shall be the act of
the Board of Directors or committee, unless the vote of a greater number is
required by these Bylaws, the Articles of Incorporation or the Nevada General
Corporation Law.

3.10 Presumption of Assent

         A director of the Corporation present at a Board of Directors or
committee meeting at which action on any corporate matter is taken shall be
deemed to have assented to the action taken unless such director objects at the
beginning of the meeting, or promptly upon such director's arrival, to holding
the meeting or transacting business at the meeting; or such director's dissent


                                       11
<PAGE>


is entered in the minutes of the meeting; or such director delivers a written
notice of dissent or abstention to such action with the presiding officer of the
meeting before the adjournment thereof; or such director forwards such notice by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. A director who voted in favor of such action may not
thereafter dissent or abstain.

3.11 Action by Board of Directors or Committee Without a Meeting

         Any action which could be taken at a meeting of the Board of Directors
or of any committee appointed by the Board of Directors may be taken without a
meeting, if a written consent setting forth the action so taken is signed by
each Director or by each committee member. The action shall be effective when
the last signature is placed on the consent, unless the consent specifies an
earlier or later date. Such written consent, which shall have the same effect as
a unanimous vote of the directors or such committee, shall be inserted in the
minute book as if it were the minutes of a Board of Directors or committee
meeting.

3.12 Resignation

         Any director may resign at any time by delivering written notice to the
Chair of the Board of Directors, the Board of Directors, or to the registered
office of the Corporation. Such resignation shall take effect at the time
specified in the notice, or if no time is specified, upon delivery. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Once delivered, a notice of resignation is
irrevocable unless revocation is permitted by the Board of Directors.


3.13 Removal

         One or more members of the Board of Directors (including the entire
Board of Directors) may be removed at a meeting of shareholders called expressly
for that purpose, provided that the notice of such meeting states that the
purpose, or one of the purposes, of the meeting is such removal. A member of the
Board of Directors may be removed with or without cause, unless the Articles of
Incorporation permit removal for cause only, by a vote of the holders of a
majority of the shares then entitled to vote on the election of the director. A
director may be removed only if the number of votes cast to remove the director
exceeds the number of votes cast to not remove the director. If a director is
elected by a voting group of shareholders, only the shareholders of that voting
group may participate in the vote to remove such director.

3.14 Vacancies

         Any vacancy occurring on the Board of Directors, including a vacancy
resulting from an increase in the number of directors, may be filled by the
shareholders, by the Board of Directors, by the affirmative vote of a majority


                                       12
<PAGE>


of the remaining directors though less than a quorum of the Board of Directors,
or by a sole remaining director. A director elected to fill a vacancy shall be
elected for the unexpired term of his or her predecessor in office; except that
the term of a director elected by the Board of Directors to fill a vacancy
expires at the next shareholders' meeting at which directors are elected. Any
directorship to be filled by reason of an increase in the number of directors
may be filled by the affirmative vote of a majority of the number of directors
fixed by the Bylaws prior to such increase for a term of office continuing only
until the next election of directors by the shareholders. Any directorship not
so filled by the directors shall be filled by election at the next annual
meeting of shareholders or at a special meeting of shareholders called for that
purpose. If the vacant directorship is filled by the shareholders and was held
by a director elected by a voting group of shareholders, then only the holders
of shares of that voting group are entitled to vote to fill such vacancy. A
vacancy that will occur at a specific later date by reason of a resignation
effective at such later date or otherwise may be filled before the vacancy
occurs, but the new director may not take office until the vacancy occurs.

3.15 Minutes

         The Board of Directors shall keep minutes of its meetings and shall
cause them to be recorded in books kept for that purpose.



3.16 Executive and Other Committees

         3.16.1 Creation of Committees

                  The Board of Directors, by resolution adopted by a majority of
         the number of Directors fixed in the manner provided by these Bylaws,
         may appoint standing or temporary committees, including an Executive
         Committee, from its own number. The Board of Directors may invest such
         committee(s) with such powers as it may see fit, subject to such
         conditions as may be prescribed by the Board of Directors, these
         Bylaws, the Articles of Incorporation and the Nevada General
         Corporation Law.

         3.16.2 Authority of Committees

                  Each committee shall have and may exercise all of the
         authority of the Board of Directors to the extent provided in the
         resolution of the Board of Directors designating the committee and any
         subsequent resolutions pertaining thereto and adopted in like manner,
         except that no such committee shall have the authority to (a) authorize
         distributions, except as may be permitted by Section 3.16.2 (g) of
         these Bylaws; (b) approve or propose to shareholders actions required
         by the Nevada General Corporation Law to be approved by shareholders;
         (c) fill vacancies on the Board of Directors or any committee thereof;
         (d) adopt, amend or repeal these Bylaws; (e) amend the Certificate of
         Incorporation; (f) approve a plan of merger not requiring shareholder
         approval; or (g) authorize or approve reacquisition of shares, except
         within limits prescribed by the Board of Directors.



                                       13
<PAGE>


         3.16.3 Quorum and Manner of Acting

                  A majority of the number of Directors composing any committee
         of the Board of Directors, as established and fixed by resolution of
         the Board of Directors, shall constitute a quorum for the transaction
         of business at any meeting of such committee.

         3.16.4 Minutes of Meetings

                  All committees so appointed shall keep regular minutes of
         their meetings and shall cause them to be recorded in books kept for
         that purpose.




         3.16.5 Resignation

                  Any member of any committee may resign at any time by
         delivering written notice thereof to the Board of Directors, the Chair
         of the Board of Directors or the Corporation. Any such resignation
         shall take effect at the time specified in the notice, or if no time is
         specified, upon delivery. Unless otherwise specified therein, the
         acceptance of such resignation shall not be necessary to make it
         effective. Once delivered, a notice of resignation is irrevocable
         unless revocation is permitted by the Board of Directors.

         3.16.6 Removal

                  The Board of Directors may remove from office any member of
         any committee elected or appointed by it, but only by the affirmative
         vote of not less than a majority of the number of directors fixed by or
         in the manner provided by these Bylaws.

3.17 Compensation

         By Board of Directors resolution, directors and committee members may
be paid their expenses, if any, of attendance at each Board of Directors or
committee meeting, or a fixed sum for attendance at each Board of Directors or
committee meeting, or a staled salary as director or a committee member, or a
combination of the foregoing. No such payment shall preclude any director or
committee member from serving the Corporation in any other capacity and
receiving compensation therefor.



                                       14
<PAGE>


                               SECTION 4. OFFICERS

4.1 Number

         The Officers of the Corporation shall be a President and a Secretary,
each of whom shall be appointed by the Board of Directors. One or more Vice
Presidents, a Treasurer and such other Officers and assistant Officers,
including a Chair of the Board of Directors, may be appointed by the Board of
Directors; such officers and assistant officers to hold office for such period,
have such authority and perform such duties as are provided in these Bylaws or
as may be provided by resolution of the Board of Directors. Any Officer may be
assigned by the Board of Directors any additional title that the Board of
Directors deems appropriate. The Board of Directors may delegate to any officer
or agent the power to appoint any such subordinate officers or agents and to
prescribe their respective terms of office, authority and duties. Any two or
more offices may be held by the same person.

4.2 Appointment and Term of Office

         The officers of the Corporation shall be appointed annually by the
Board of Directors at the Board of Directors meeting held after the annual
meeting of the shareholders. If the appointment of officers is not made at such
meeting, such appointment shall be made as soon thereafter as a Board of
Directors meeting conveniently may be held. Unless an officer dies, resigns, or
is removed from office, he or she shall hold office until the next annual
meeting of the Board of Directors or until his or her successor is appointed.

4.3 Resignation

         Any officer may resign at any time by delivering written notice to the
Corporation. Any such resignation shall take effect at the time specified in the
notice, or if no time is specified, upon delivery. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. Once delivered, a notice of resignation is irrevocable unless
revocation is permitted by the Board of Directors.

4.4 Removal

         Any officer or agent appointed by the Board of Directors may be removed
by the Board of Directors, with or without cause, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.



                                       15
<PAGE>


4.5 Vacancies

         A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board of Directors for the unexpired portion of the term, or for a new term
established by the Board of Directors. If a resignation is made effective at a
later date, and the Corporation accepts such future effective date, the Board of
Directors may fill the pending vacancy before the effective date, if the Board
of Directors provides that the successor does not take office until the
effective date.

4.6 Chair of the Board of Directors

         If appointed, the Chair of the Board of Directors shall perform such
duties as shall be assigned to him or her by the Board of Directors from time to
time and shall preside over meetings of the Board of Directors and shareholders
unless another officer is appointed or designated by the Board of Directors as
Chair of such meeting.

4.7 President

         The President shall be the chief executive officer of the Corporation
unless some other Officer is so designated by the Board of Directors, shall
preside over meetings of the Board of Directors and shareholders in the absence
of a Chair of the Board of Directors and, subject to the Board of Directors'
control, shall supervise and control all of the assets, business and affairs of
the Corporation. The President shall have authority to sign deeds, mortgages,
bonds, contracts, or other instruments, except when the signing and execution
thereof have been expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or are required by law
to be otherwise signed or executed by some other officer or in some other
manner. In general, the President shall perform all duties incident to the
office of President and such other duties as are prescribed by the Board of
Directors from time to time.

4.8 Vice President

         In the event of the death of the President or his or her inability to
act, the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board of Directors as the successor to the
President, or if no Vice President is so designated, the Vice President first
appointed to such office) shall perform the duties of the President, except as
may be limited by resolution of the Board of Directors, with all the powers of
and subject to all the restrictions upon the President. Vice Presidents shall
have, to the extent authorized by the President or the Board of Directors, the
same powers as the President to sign deeds, mortgages, bonds, contracts or other
instruments. Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the President or by the Board of Directors.


                                       16
<PAGE>


4.9 Secretary

         The Secretary shall (a) prepare and keep the minutes of meetings of the
shareholders and the Board of Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be responsible for custody
of the corporate records and seal of the corporation; (d) keep registers of the
post office address of each shareholder and Director; (e) have general charge of
the stock transfer books of the Corporation; and (f) in general perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him or her by the President or by the Board of
Directors. In the absence of the Secretary, an Assistant Secretary may perform
the duties of the Secretary.


4.10 Treasurer

         If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his or her duties in such amount and with such
surety or sureties as the Board of Directors shall determine. The Treasurer
shall have charge and custody of and be responsible for all funds and securities
of the Corporation; receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in the name
of the Corporation in banks, trust companies or other depositories selected in
accordance with the provisions of these Bylaws; and in general perform all of
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him or her by the President or by the Board of
Directors. In the absence of the Treasurer, an Assistant Treasurer may perform
the duties of the Treasurer.

4.11 Salaries

         The salaries of the Officers shall be fixed from time to time by the
Board of Directors or by any person or persons to whom the Board of Directors
has delegated such authority. No officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a Director of the
Corporation.

                          SECTION 5. CONTRACTS, LOANS,
                               CHECKS AND DEPOSITS

5.1 Contracts

         The Board of Directors may authorize any Officer or Officers, or agent
or agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation. Such authority may be general or
confined to specific instances.



                                       17
<PAGE>


5.2 Loans to the Corporation

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

5.3 Loans to Directors

         The Corporation shall not lend money to or guarantee the obligation of
a Director unless (a) the particular loan or guarantee is approved by a majority
of the votes represented by the outstanding voting shares of all classes, voting
as a single voting group, excluding the votes of the shares owned by or voted
under the control of the benefitted director; or (b) the Board of Directors
determines that the loan or guarantee benefits the Corporation and either
approves the specific loan or guarantee or a general plan authorizing the loans
and guarantees. The fact that a loan or guarantee is made in violation of this
provision shall not affect the borrower's liability on the loan.

5.4 Checks, Drafts, Etc.

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

5.5 Deposits

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

                       SECTION 6. CERTIFICATES FOR SHARES
                               AND THEIR TRANSFER

6.1 Issuance of Shares

         No shares of the Corporation shall be issued unless authorized by the
Board of Directors, which authorization shall include the maximum number of
shares to be issued and the consideration to be received for each share. Before
the Corporation issues shares, the Board of Directors shall determine that the


                                       18
<PAGE>


consideration received or to be received for such shares is adequate. Such
determination by the Board of Directors shall be conclusive insofar as the
adequacy of consideration for the issuance of shares relates to whether the
shares are validly issued, fully paid and nonassessable.

6.2 Escrow for Shares

         The Board of Directors may authorize the placement in escrow of shares
issued for a contract for future services or benefits or a promissory note, or
may authorize other arrangements to restrict the transfer of shares, and may
authorize the crediting of distributions in respect of such shares against their
purchase price, until the services are performed, the note is paid or the
benefits received. If the services are not performed, the note is not paid, or
the benefits are not received, the Board of Directors may cancel, in whole or in
part, such shares placed in escrow or restricted and such distributions
credited.

6.3 Certificates for Shares

         Certificates representing shares of the Corporation shall be in such
form as shall be determined by the Board of Directors Such certificates shall be
signed by any two of the following officers: the Chair of the Board of
Directors, the President, any Vice President, the Treasurer, the Secretary or
any Assistant Secretary. Any or all of the signatures on a certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar other than the Corporation itself or an employee of the
Corporation. All certificates shall be consecutively numbered or otherwise
identified.

6.4 Stock Records

         The stock transfer books shall be kept at the registered office or
principal place of business of the Corporation or at the office of the
Corporation's transfer agent or registrar. The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the Corporation. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.

6.5 Restriction on Transfer

         6.5.1 Securities Laws

                  Except to the extent that the Corporation has obtained an
         opinion of counsel acceptable to the Corporation that transfer
         restrictions are not required under applicable securities laws, or has
         otherwise satisfied itself that such transfer restrictions are not
         required, all certificates representing shares of the Corporation shall
         bear conspicuously on the front or back of the certificate a legend or
         legends describing the restriction or restrictions.



                                       19
<PAGE>


         6.5.2 Other Restrictions

                  In addition, the front or back of all certificates shall
         include conspicuous written notice of any further restrictions which
         may be imposed on the transferability of such shares.




6.6 Transfer of Shares

         Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and cancelled.

6.7 Lost or Destroyed Certificates

         In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.

6.8 Transfer Agent and Registrar

         The Board of Directors may from time to time appoint one or more
Transfer Agents and one or more Registrars for the shares of the Corporation,
with such powers and duties as the Board of Directors shall determine by
resolution.

6.9 Officer Ceasing to Act

         In case any officer who has signed or whose facsimile signature has
been placed upon a stock certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if the signer were such officer at the date of its issuance.

6.10 Fractional Shares

         The Corporation shall not issue certificates for fractional shares.



                                       20
<PAGE>


                          SECTION 7. BOOKS AND RECORDS

         The Corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its shareholders
and Board of Directors and such other records as may be necessary or advisable.



                             SECTION 8. FISCAL YEAR

         The fiscal year of the Corporation shall be the calendar year;
provided, however, that the Board of Directors may select a different fiscal
year at any time for purposes of federal income taxes, or otherwise.
                                 SECTION 9. SEAL

         The seal of the  Corporation,  if any, shall consist of the name of the
Corporation  and the state of its incorporation

                           SECTION 10. INDEMNIFICATION

10.1 Right to Indemnification of Directors and Officers

         Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereafter a "proceeding"), by
reason of the fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan
hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any other capacity
while serving as a director or officer shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Nevada General
Corporation Law, as the same exists or may hereafter be amended, (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorney's fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that,
except as provided in Section 10.3 of these Bylaws or with respect to



                                       21
<PAGE>


proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

10.2     Right to Advancement of Expenses

         The right to indemnification conferred in Section 10.1 of these Bylaws
shall include the right to be paid by the Corporation the expenses incurred in
defending any proceeding for which such right to indemnification is applicable
in advance of its final disposition (hereinafter an "advancement of expenses");
provided, however, that, if the Nevada General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this section or otherwise.

10.3     Right of Indemnitee to Bring Suit

         The rights to indemnification and to the advancement of expenses
conferred in Sections 10.1 and 10.2 of these Bylaws shall be contract rights. If
a claim under Sections 10.1 and 10.2 of these Bylaws is not paid in full by the
Corporation within sixty (60) days after a written claim has been received by
the Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty (20) days, the indemnitee
may at any time thereafter bring suit against the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable standard for indemnification set forth in the Nevada General
Corporation Law. Neither the failure of the Corporation (including its board of
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in Nevada General Corporation Law, nor
an actual determination by the Corporation (including its board of directors,
independent legal counsel, or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit


                                       22
<PAGE>


brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this section or otherwise shall be on the
Corporation.

10.4  Non-Exclusivity of Rights

         The rights to indemnification and to the advancement of expenses
conferred in this article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
certificate of incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

10.5  Insurance

         The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Nevada General Corporation Law.

10.6 Indemnification of Employees and Agents of the Corporation

         The Corporation may, to the extent authorized from time to time by the
board of directors, grant rights to indemnification, and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

10.7 No Presumption of Bad Faith

         The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of this Corporation, or, with respect to any criminal proceeding, that
the person had reasonable cause to believe that the conduct was unlawful.

10.8 Survival of Rights

         The rights conferred on any person by this Bylaw shall continue as to a
person who has ceased to be a director, officer, employee or other agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.



                                       23
<PAGE>


10.9 Amendments to Law

         For purposes of this Bylaw, the meaning of "law" within the phrase "to
the fullest extent not prohibited by law" shall include, but not be limited to,
the Nevada General Corporation Law, as the same exists on the date hereof or as
it may be amended; provided, however, that in the case of any such amendment,
such amendment shall apply only to the extent that it permits the Corporation to
provide broader indemnification rights than the Act permitted the Corporation to
provide prior to such amendment.

10.10 Savings Clause

         If this Bylaw or any portion hereof shall be invalidated on any ground
by any court of competent jurisdiction, the Corporation shall indemnify each
director, [officer or other agent] to the fullest extent permitted by any
applicable portion of this Bylaw that shall not have been invalidated, or by any
other applicable law.

10.11 Certain Definitions

         For the purposes of this Section, the following definitions shall
apply:

         (a) The term "proceeding" shall be broadly construed and shall include,
without limitation, the investigation, preparation, prosecution, defense,
settlement and appeal of any threatened, pending or completed action, suit or
proceeding, whether brought in the right of the Corporation or otherwise and
whether civil, criminal, administrative or investigative, in which the director
or officer may be or may have been involved as a party or otherwise by reason of
the fact that the director or officer is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise.

         (b) The term "expenses" shall be broadly construed and shall include,
without limitation, all costs, charges and expenses (including fees and
disbursements of attorneys, accountants and other experts) actually and
reasonably incurred by a director or officer in connection with any proceeding,
all expenses of investigations, judicial or administrative proceedings or
appeals, and any expenses of establishing a right to indemnification under these
Bylaws, but shall not include amounts paid in settlement, judgments or fines.

         (c) "Corporation" shall mean Reel Staff, Inc. and any successor
corporation thereof.



                                       24
<PAGE>


         (d) Reference to a "director" or "officer" of the Corporation shall
include, without limitation, situations where such person is serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise.

         (e) References to "other enterprises" shall include employee benefit
plans. References to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan. References to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants, or beneficiaries. A person who acted in good faith and
in a manner the person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Bylaw.

                             SECTION 11. AMENDMENTS

         These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors; provided, however, that the shareholders, in amending or repealing
a particular Bylaw, may provide expressly that the Board of Directors may not
amend or repeal that Bylaw. The shareholders may also make, alter, amend and
repeal the Bylaws of the Corporation at any annual meeting or at a special
meeting called for that purpose. All Bylaws made by the Board of Directors may
be amended, repealed, altered or modified by the shareholders at any regular or
special meeting called for that purpose.

         The foregoing Bylaws were adopted by the Board of Directors of the
Corporation on May 22, 2001.

/s/ Renee McCracken, Secretary
- ------------------------------
Renee McCracken, Secretary




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>reel_ex5.txt
<TEXT>
STEPP LAW GROUP
A PROFESSIONAL CORPORATION


1301 DOVE STREET, SUITE 460
NEWPORT BEACH, CALIFORNIA 92660-2422
TELEPHONE: 949.660.9700
FACSIMILE:  949.660.9010


                    Opinion of Counsel and Consent of Counsel

Board of Directors
Reel Staff, Inc.

Re: Registration Statement on Form SB-2

Gentlemen: As counsel to Reel Staff, Inc., a Nevada corporation (the "Company"),
we have participated in the preparation of the Company's Registration Statement
on Form SB-2 filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, relating to the registration of 2,423,750
shares of the Company's $.001 par value common stock owned by the selling
security holders (the "Shares"). As counsel to the Company, we have examined
such corporate records, certificates and other documents of the Company, and
made inquiries of such officers of the Company, as we have deemed necessary or
appropriate for purposes of this opinion. Based upon such examinations, we are
of the opinion that the Shares have been and are duly authorized, validly
issued, fully paid and non-assessable shares of the common stock of the Company.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form SB-2 filed by the Company and the reference to
our firm contained therein under "Legal Matters."

Sincerely,


/s/ Stepp Law Group
- -------------------
Stepp Law Group
Newport Beach, California
August 8, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>reel_ex2.txt
<TEXT>



               Consent of Independent Certified Public Accountant

         I consent to the use in this Registration Statement on Form SB-2 of my
report dated August 3, 2001, relating to the financial statements Reel Staff,
Inc., and to the reference to my firm under the caption "Experts" in the
Prospectus.

                                         /s/ Quintanilla

                                         A Professional Accountancy Corporation
                                         Laguna Niguel, California

                                         August 8, 2001



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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