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<SEC-DOCUMENT>/in/edgar/work/0001010412-00-000245/0001010412-00-000245.txt : 20001003
<SEC-HEADER>0001010412-00-000245.hdr.sgml : 20001003
ACCESSION NUMBER:		0001010412-00-000245
CONFORMED SUBMISSION TYPE:	10SB12G
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20001002

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GLOBALWISE INVESTMENTS INC
		CENTRAL INDEX KEY:			0001081745
		STANDARD INDUSTRIAL CLASSIFICATION:	 [
]		IRS NUMBER:				870613716
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10SB12G
			SEC ACT:		
			SEC FILE NUMBER:	000-31671
			FILM NUMBER:		733224
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		525 SOUTH 300 EAST
				STREET 2:		SUITE 201
				CITY:			SALT LAKE CITY
				STATE:			UT
				ZIP:			84111
				BUSINESS PHONE:		8013232395
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		525 SOUTH 300 EAST SUITE 201
					CITY:			SALT LAKE CITY
					STATE:			UT
					ZIP:			84111
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10SB12G
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                      Securities and Exchange Commission
                          Washington, D.  C.  20549

                               _______________

                                  Form 10-SB

                                ______________


                 GENERAL FORM FOR REGISTRATION OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF
                     THE SECURITIES EXCHANGE ACT OF 1934


                         GLOBALWISE INVESTMENTS, INC.
                     (Name of registrant in its charter)


              Nevada                                870613716
(State of incorporation)              (I. R. S.  Employer Identification No.)


                        525 South 300 East, Suite 201
                          Salt Lake City, Utah 84111
                                (801) 323-2395
       (Address and telephone number of principal executive offices and
                         principal place of business)


                               ________________

         Securities registered pursuant to Section 12(b) of the Act:

                                     None
                               ________________


         Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock, par value $.001
                             Title of each class
<PAGE>

                              Table of Contents

                                    PART I

Item 1: Description of Business............................................3
Item 2: Management's Discussion and Analysis or Plan of Operation..........6
Item 3: Description of Property............................................6
Item 4: Security Ownership of Certain Beneficial Owners and Management.....6
Item 5: Directors, Executive Officers, Promoters and Control Persons.......7
Item 6: Executive Compensation.............................................7
Item 7: Certain Relationships and Related Transactions.....................8
Item 8: Description of Securities..........................................8

                                   PART II

Item 1: Market Price for Common Equity and Related Stockholder Matters.....8
Item 2: Legal Proceedings..................................................8
Item 3: Changes in and Disagreements with Accountants......................9
Item 4: Recent Sales of Unregistered Securities............................9
Item 5: Indemnification of Directors and Officers..........................9

                                   PART F/S
Index to Financial Statements..............................................10

                                   PART III

Item 1: Index to and Description of Exhibits...............................11


                                      2
<PAGE>

                          FORWARD LOOKING STATEMENTS

     In this registration statement references to "Globalwise," "we," "us,"
and "our" refer to Globalwise Investments, Inc.

     This Form 10-SB contains certain forward-looking statements.  For this
purpose any statements contained in this Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Globalwise's control.  These factors include but are not limited to economic
conditions generally and in the industries in which Globalwise may
participate; competition within Globalwise's chosen industry, including
competition from much larger competitors; technological advances and failure
by Globalwise to successfully develop business relationships.

                       ITEM 1: DESCRIPTION OF BUSINESS

Business Development

     We were incorporated in the state of Utah on October 3, 1997 to engage in
the confectionary vending machine business.  In March 2000 we agreed to
exchange all of our assets and liabilities for 150,000 shares of our
outstanding stock.  On July 21, 2000, we merged with Globalwise Investments,
Inc., a Nevada corporation, for the sole purpose of changing our domicile from
the state of Utah to the state of Nevada.

     We have had recurring operating losses for the past two fiscal years and
our independent auditors have expressed doubt that we can continue as a going
concern unless we obtain financing to continue operations.  We have
voluntarily filed this registration statement to become a reporting company.

Our Plan

     Our business plan is to seek, investigate, and, if warranted, acquire an
interest in a business opportunity.  Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise.  We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. At the present time we have not identified any business
opportunity that we plan to pursue, nor have we reached any agreement or
definitive understanding with any person concerning an acquisition.

     Our search for a business opportunity will not be limited to any
particular geographical area or industry.  Our management has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions and other factors.
Our management believes that companies who desire a public market to enhance
liquidity for current shareholders, or plan to acquire additional assets
through issuance of securities rather than for cash will be potential merger
or acquisition candidates.

     The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgement.  There is no assurance that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to us and our shareholders.

     Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our shareholders.

                                      3
<PAGE>

Investigation and Selection of Business Opportunities

     A decision to participate in a specific business opportunity may be made
upon our management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concept, the merit of technological changes, the perceived benefit
that company will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, we anticipate that
the historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand
significantly, change product emphasis, change or substantially augment
management, or make other changes.  We will be dependent upon the owners of a
business opportunity to identify any such problems which may exist and to
implement, or be primarily responsible for the implementation of, required
changes.

     Our management will analyze the business opportunities, however, none of
our management are professional business analysts (See "Directors and
Executive Officers," below).  Our management might hire an outside consultant
to assist in the investigation and selection of business opportunities.  Since
our management has no current plans to use any outside consultants or advisors
to assist in the investigation and selection of business opportunities, no
policies have been adopted regarding use of such consultants or advisors.  We
have not established the criteria to be used in selecting such consultants or
advisors, the service to be provided, the term of service, or the total amount
of fees that may be paid.  However, because of our limited resources, it is
likely that any such fee we agree to pay would be paid in stock and not in
cash.

     In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:

     (1)   Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;

     (2)   Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;

     (3)   Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.

     (4)   Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

     (5)   The extent to which the business opportunity can be advanced;

     (6)   Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;

     (7)   Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;

     (8)   The cost of our participation as compared to the perceived tangible
and intangible values and potential; and

     (9)   The accessibility of required management expertise, personnel, raw
materials, services, professional

                                      4
<PAGE>

assistance, and other required items.

     No one of the factors described above will be controlling in the
selection of a business opportunity.  Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development.  Thus, the task of comparative investigation and
analysis of such business opportunities will be extremely difficult and
complex. Potential investors must recognize that, because of our limited
capital available for investigation and management's limited experience in
business analysis, we may not discover or adequately evaluate adverse facts
about the opportunity to be acquired.

Form of Acquisition

     We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity.  The legal
structure or method deemed by management to be suitable will be selected based
upon our review and our relative negotiating strength. Such structure may
include, but is not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other form of organization.  We may be required to merge, consolidate or
reorganize with other corporations or forms of business organization. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or
reorganization transaction. As part of such a transaction, our existing
directors may resign and new directors may be appointed without any vote by
our stockholders.

Competition

     We expect to encounter substantial competition in our effort to locate
attractive opportunities.  Business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than we are to obtain access to
attractive business opportunities.  We also will experience competition from
other public "blind pool" companies, many of which may have more funds
available.

Employees

     We currently have no employees.  Our management expects to confer with
consultants, attorneys and accountants as necessary.  We do not anticipate a
need to engage any full-time employees so long as we are seeking and
evaluating business opportunities.  We will determine the need for employees
based upon the specific business opportunity.

Reports to Security Holders

     Globalwise has voluntarily elected to file this Form 10-SB registration
statement in order to become a reporting company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").  Following the effective date of
this registration statement, we will be required to comply with the reporting
requirements of the Exchange Act.  We will file annual, quarterly and other
reports with the Securities and Exchange Commission ("SEC").  We also will be
subject to the proxy solicitation requirements of the Exchange Act and,
accordingly, will furnish an annual report with audited financial statements
to our stockholders.

Available Information

     Copies of this registration statement may be inspected, without charge,
at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549.  The public may obtain information on the operation

                                      5
<PAGE>

of the Public Reference Room by calling the SEC at 1-800-SEC-0300.  Copies of
this material also should be available through the Internet by using the SEC's
EDGAR Archive, which is located at http://www.sec.gov.


      ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

     We have no assets and have experienced losses from inception.  For the
eight month period ended August 31, 2000, we had no cash on hand and total
current liabilities of $1,345.  We were engaged in the confectionary vending
machine business, however, we exchanged all of the assets and liabilities of
our vending machine business for 150,000 shares of our outstanding stock in
March of 2000.

     Since inception, we have primarily financed our operations through the
sale of our common stock.  We have no commitments for capital expenditures for
the next twelve months.  During the next twelve months, we believe that our
current cash needs can be met by loans from our directors, officers and
shareholders.

     Our management intends to actively seek business opportunities during the
next twelve months and if we obtain a business opportunity, it may be
necessary to raise additional capital.  This may be accomplished by selling
our common stock.


                      ITEM 3: DESCRIPTION OF PROPERTIES

     We do not currently own or lease any property.  We utilize office space
in the office of a shareholder at no cost.  Until we pursue a viable business
opportunity and recognize income, we will not seek independent office space.


              ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                            OWNERS AND MANAGEMENT

     The following table sets forth the beneficial ownership of our
outstanding common stock by our management and each person or group known by
us to own beneficially more than 5% of our outstanding common stock.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities.
Except as indicated by footnote, the persons named in the table below have
sole voting power and investment power with respect to all shares of common
stock shown as beneficially owned by them.  The percentage of beneficial
ownership is based on 850,000 shares of common stock outstanding as of
September 15, 2000.


                          CERTAIN BENEFICIAL OWNERS

                                         Common Stock Beneficially Owned
                                         -------------------------------
Name and Address of            Number of Shares of
Beneficial Owners              Common Stock              Percentage of Class
- --------------------------     -------------------       -------------------
Aaron Nelson                             50,000 (1)          5.9%
5710 E. Tropicana #2023
Las Vegas, Nevada 89122

Brent Nelson                            150,000             17.6%

<PAGE> 6

1238 Thames Ct.
Salt Lake City, Utah 84123

     (1) Includes 25,000 shares held by spouse.

                                  MANAGEMENT

                                          Common Stock Beneficially Owned
                                          --------------------------------
Name and Address of            Number of Shares of
Beneficial Owners              Common Stock              Percentage of Class
- -------------------------      ---------------------     -------------------
Don Mayer                               17,500                    2.0%
6360 South 3000 East #205
Salt Lake City, Utah 84121

Anita Patterson                         10,000                    1.2%
525 South 300 East, Suite 201
Salt Lake City, Utah 84111

Directors and officers as a group       27,500                    3.2%


                   ITEM 5: DIRECTORS AND EXECUTIVE OFFICERS

     Our executive officers and directors and their respective ages, positions
and term of office are set forth below.  Biographical information for each of
those persons is also presented below.  Our bylaws require two directors who
serve for terms of one year and our executive officers are chosen by our Board
of Directors and serve at its discretion.  There are no existing family
relationships between or among any of our executive officers or directors.

Name                    Age   Position Held         Director or Officer Since
- --------------------  ------- --------------------  -------------------------
Don Mayer                60   President, Director       July 11, 2000

Anita Patterson          33   Secretary/Treasurer,
                              Director                  June 27, 2000

     Donald R.  Mayer.  Mr. Mayer is the President and a director of Universal
Business Insurance.  He has worked in the insurance industry for over 17
years, specializing in the motel/hotel industry.  He is a director of
WorldNet, Inc. of Nevada, a reporting company.  He graduated from the
University of Utah, located in Salt Lake City, Utah, with a B.A in accounting
in 1971.

     Anita Patterson.  From 1996 to the present she has worked as a paralegal
specializing in corporate law for Mutual Ventures Corporation.  In 1994 she
received an Associate of Arts degree in the paralegal program from Phillips
Junior College.  She attended Weber State University during 1986 and 1987.
She is a director of Earth Products Technologies, Inc., Skinovation
Pharmaceutical, Inc. and Wings & Things, Inc., which are reporting companies.


                        ITEM 6: EXECUTIVE COMPENSATION

     None of our named executive officers received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights in excess of $100,000 from us during the past three
fiscal years.  We have not entered into employment contracts with our
executive officers and their compensation, if any, will be determined at the
discretion of our Board of Directors.

                                      7
<PAGE>

Compensation of Directors

     We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.


            ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On March 3, 2000, we agreed to sell the assets and liabilities of our
vending machine business to Brent Nelson, our then President and Director.
Mr. Nelson exchanged 150,000 shares of our outstanding stock held by him for
such assets and liabilities.  The shares were valued at $62,306 and the shares
were subsequently canceled and returned to our treasury.

     On July 13, 2000, an aggregate of 20,000 shares were issued to our
directors and officers in consideration for their services to be performed in
those positions.  10,000 shares valued at approximately $2,500 were issued to
Don Mayer and 10,000 shares valued at approximately $2,500 were issued to
Anita Patterson.


                      ITEM 8: DESCRIPTION OF SECURITIES

Common Stock

     We are authorized to issue 50,000,000 shares of common stock, par value
$.001, of which 850,000 were issued and outstanding as of September 15, 2000.
All shares of common stock have equal rights and privileges with respect to
voting, liquidation and dividend rights.  Each share of common stock entitles
the holder thereof (i) to one non-cumulative vote for each share held of
record on all matters submitted to a vote of the stockholders, (ii) to
participate equally and to receive any and all such dividends as may be
declared by the Board of Directors out of funds legally available; and (iii)
to participate pro rata in any distribution of assets available for
distribution upon liquidation of the Company.  Our stockholders have no
preemptive rights to acquire additional shares of common stock or any other
securities.  On June 3, 1999 we authorized a 50-to-1 forward stock split.  The
discussions in this document reflect post split shares.


                                   PART II

                    ITEM 1: MARKET PRICE FOR COMMON EQUITY
                       AND RELATED STOCKHOLDER MATTERS

     We have had no market activity in our stock as of this filing.  We have
approximately 42 stockholders of record holding 850,000 common shares.
672,500 shares are free trading and 177,500 shares are restricted stock as
that term is defined in Rule 144.  We have not declared dividends on our
common stock and do not anticipate paying dividends on our common stock in the
foreseeable future.


                          ITEM 2: LEGAL PROCEEDINGS

     We are not a party to any proceedings or threatened proceedings as of the
date of this filing.

                                      8
<PAGE>

            ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

     On August 4, 2000, Chisholm & Associates replaced our former independent
auditor, Crouch, Bierwolf and Chisholm   The decision to change accountants
was approved by our Board of Directors.  Crouch, Bierwolf and Chisholm had
audited our financials statements for the nine months ended September 30, 1998
and December 31, 1997.  Crouch, Bierwolf and Chisholm's report on such
financials, dated October 20, 1998, did not contain an adverse opinion,
disclaimer of opinion nor was it modified as to uncertainty, audit scope or
accounting principles.  There were no disagreements with Crouch, Bierwolf and
Chisholm on any matter regarding accounting principles or practices, financial
statement disclosure, or auditing scope or procedure during the past two
fiscal years or any subsequent interim period preceding the date of dismissal.

     Neither we, nor someone on our behalf, consulted with Chisholm &
Associates regarding the application of accounting principles to a specific
completed or contemplated transaction or the type of audit opinion that might
be rendered on our financial statements.  Nor was a written report or oral
advice provided to us that Chisholm & Associates considered was an important
factor we relied on in reaching decisions about accounting, auditing or
financial reporting issues.


               ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES

     The following discussion describes all securities sold by Globalwise
within the past three years without registration:

     On November 13, 1997 at the organizational meeting, we issued 300,000
(6,000 pre-split) shares, valued at $20,000 to Brent Nelson, our then
President and Director for services rendered.  The issuance of such shares was
exempt from registration under the Securities Act by reason of Section 4(2) as
a private transaction not involving a public distribution.

      Beginning on January 21, 1999 we offered a minimum of 12,400 shares up
to a maximum of 15,000 shares for cash at $5 per share in a private offering
pursuant to Regulation D Rule 504.  652,000 shares were sold to 40 purchasers
for $65,000.  This offering was exempt from the registration requirements of
the Securities Act of 1933 by reasons of Section 3(b) and Regulation D as a
Rule 504 limited offering.

     On July 13, 2000, an aggregate of 20,000 shares valued at approximately
$5,000 were issued.  10,000 shares were issued to Don Mayer and 10,000 shares
were issued to Anita Patterson in consideration for services as our directors
and officers.  The issuance of such shares was exempt from registration under
the Securities Act by reason of Section 4(2) as a private transaction not
involving a public distribution.

     On July 18, 2000, we issued 28,000 shares valued at $15,000 to Mutual
Ventures Corporation for investment banking services and costs advanced on our
behalf.  The issuance of such shares was exempt from registration under the
Securities Act by reason of Section 4(2) as a private transaction not
involving a public distribution.


              ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of
present and former directors, officers and employees. We will reimburse such
individuals against all legal and other expenses incurred in an action or
proceeding brought because such individual is our director, officer or
employee.  We will not indemnify an individual adjudged liable to us due to
negligence or wilful misconduct.

                                      9

                                   PART F/S

                        INDEX TO FINANCIAL STATEMENTS


                         Globalwise Investments, Inc.

                             Financial Statements

                         August 31, 2000 (unaudited),

                     June 30, 2000 and December 31, 1999

<PAGE> 10


                               C O N T E N T S


Independent Auditors' Report ........................................3

Balance Sheets ......................................................4

Statements of Operations.............................................5

Statements of Stockholders' Equity...................................6

Statements of Cash Flows............................................ 8

Notes to the Financial Statements................................... 9



<PAGE> 11


                            CHISHOLM & ASSOCIATES
                         Certified Public Accountants
                               P.O. Box 540216
                         North Salt Lake, Utah 84054
                            Office (801) 292-8756
                              Fax (801) 292-8809


                         INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders
of Globalwise Investments, Inc., Inc.

We have audited the accompanying balance sheet of Globalwise Investments, Inc.
(a development stage company) as of June 30, 2000 and the related statements
of  operations, stockholders' equity and cash flows for the period then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.  The financial statements of Globalwise Investments, Inc.
for the years ended December 31, 1999 and 1998 and from inception on October
3, 1997 through December 31, 1999 were audited by other auditors whose report
dated February 10, 2000 expressed an unqualified opinion

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Globalwise Investments, Inc.
(a development stage company) as of June 30, 2000 and December 31, 1999 and
the results of its operations and cash flows for the six months ended June 30,
2000, for the years ended December 31, 1999, 1998 and from inception on
October 3, 1997 through June 30,  2000 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these matters
are described in Note 2.  The  financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Chisholm & Associates

Salt Lake City, Utah
June 30, 2000

<PAGE> 12

                         Globalwise Investments, Inc.
                         (A Development Stage Company)
                                Balance Sheets


                                    ASSETS


                                        August 31,    June 30,    December 31,
                                           2000         2000          1999
                                      ------------- ------------ -------------
                                        (Unaudited)
Cash(Note 1)                          $          -  $         -  $      1,531
Inventory (Note 1)                               -            -        21,744
                                      ------------- ------------ -------------
  Total Current Assets                           -            -        23,275
                                      ------------- ------------ -------------

Equipment, net (Note 1)               $          -  $         -  $     39,630
                                      ------------- ------------ -------------
   TOTAL  ASSETS                      $          -  $         -  $     62,905
                                      ============= ============ =============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable                             1,345        1,345             -
Accounts payable - related party                 -            -           599
                                      ------------- ------------ -------------
  Total Liabilities                          1,345        1,345           599
                                      ------------- ------------ -------------

STOCKHOLDERS' EQUITY

Common stock, $.001 par value;
  50,000,000 shares authorized;
  850,000 , 802,000 and 952,000
  shares issued and outstanding,
  respectively                                 850           802          952
Additional Paid in Capital                  47,494        27,542       89,698
Deficit Accumulated during the
  development stage                        (49,689)     (29,689)      (28,344)
                                      ------------- ------------ -------------
    Total Stockholders' Equity              (1,345)      (1,345)       62,306
                                      ------------- ------------ -------------
      TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY            $          -  $         -  $     62,905
                                      ============= ============ =============


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

                                     -4-

<PAGE> 13
                         Globalwise Investments, Inc.
                         (A Development Stage Company)
                           Statements of Operations
<TABLE>
<CAPTION>

                               For the                                                 From
                             Eight Months  For the six                              Inception on
                                Ended     Months Ended      For the Years Ended    October 3, 1997
                              August 31,     June 30,           December 31,        to August 31,
                                 2000          2000         1999         1998            2000
                             ------------ ------------- ------------- ------------- --------------
                              (Unaudited)                                            (Unaudited)
<S>                          <C>          <C>           <C>           <C>           <C>
REVENUES                     $         -  $          -  $          -  $          -  $           -
                             ------------ ------------- ------------- ------------- --------------
EXPENSES
                             ------------ ------------- ------------- ------------- --------------
  General & Administrative        21,345         1,345        27,794           550         49,689
                             ------------ ------------- ------------- ------------- --------------

   TOTAL EXPENSES                 21,345         1,345        27,794           550         49,689
                             ------------ ------------- ------------- ------------- --------------

NET INCOME (LOSS)            $   (21,345) $     (1,345) $    (27,794) $       (550) $     (49,689)
                             ============ ============= ============= ============= ==============

LOSS PER SHARE               $      (.03) $          -  $      (0.04) $          -  $       (0.09)
                             ============ ============= ============= ============= ==============
WEIGHTED AVERAGE SHARES
 OUTSTANDING                     849,500       852,000       625,000       300,000        524,587
                             ============ ============= ============= ============= ==============

The accompanying notes are an integral part of these financial statements.
                                    -5-

</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>

                       Globalwise Investments, Inc.
                       (A Development Stage Company)
                    Statements of Stockholders' Equity
         From Inception on October 3, 1997 through August 31, 2000


                                                                           Deficit
                                                                           Accumulated
                                                             Additional    During the
                                          Common Stock       Paid-in       Development
                                      Shares         Amount  Capital       Stage
                                  ------------- ------------ ------------- -------------
<S>                               <C>           <C>          <C>           <C>
Balance, October 3, 1997                     -  $         -  $          -  $          -

Issuance of shares for equipment
  at $0.064 per share                  300,000          300        18,800             -

Net (loss) for the year ended
  December 31, 1997                          -            -             -             -
                                  ------------- ------------ ------------- -------------
Balance - December 31, 1997            300,000          300        18,800             -

Capital Contributions                        -            -           550             -

Net (loss) for the year ended
  December 31, 1998                          -            -             -          (550)
                                  ------------- ------------ ------------- -------------
Balance - December 31, 1998            300,000          300        19,350          (550)

Issuance of shares for cash at
  $0.0996 per share                    652,000          652        64,348             -

Capital Contributions                        -            -         6,000             -

Net (loss) for the year ended
  December 31, 1999                          -            -             -       (27,794)
                                  ------------- ------------ ------------- -------------
Balance - December 31, 1999            952,000          952        89,698       (28,344)

Cancellation of shares in
  connection with spin-off of
  Assets and Liabilities of the
  Company                             (150,000)        (150)      (62,156)            -

Issuance for services at $.25
  per share                             20,000           20         4,980             -

Issuance for services at $.536
  per share                             28,000           28        14,972             -

Net (loss) for the eight months
  ended August 31, 2000                      -            -             -       (21,345)
                                  ------------- ------------ ------------- -------------

Balance - August 31,2000               850,000  $       802  $     47,494  $    (49,689)
                                  ============= ============ ============= =============

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

                                    -6-
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>

                       Globalwise Investments, Inc.
                       (A Development Stage Company)
                         Statements of Cash Flows

                                                                                        From
                            For the eight  For the six                              Inception on
                            months ended   months ended    For the years ended     October 3, 1997
                              August 31,     June 30,           December 31,        through August
                                 2000          2000         1999         1998         31, 2000
                             ------------ ------------- ------------- ------------- --------------
                              (Unaudited)                                            (Unaudited)
<S>                          <C>          <C>           <C>           <C>           <C>
Cash Flows From Operating
 Activities

  Net loss                   $   (21,345) $     (1,345) $    (27,794) $       (550) $     (49,689)
  Less non-cash items:
  Stock issued for services       20,000             -             -             -         20,000
  Capital contributions -
    expenses                           -             -         6,000           550          6,550
  (Increase) decrease in
    inventory                          -             -       (21,744)            -        (21,744)
  Increase (decrease)in
    accounts payable               1,345         1,345           599             -          1,944
                             ------------ ------------- ------------- ------------- --------------
     Net Cash Provided (Used)
     by Operating Activities           -             -       (42,939)            -        (42,939)
                             ------------ ------------- ------------- ------------- --------------
Cash Flows from Investing
  Activities

  Purchase of equipment                -             -       (20,530)            -        (20,530)
  Loss of cash in spin-off        (1,531)       (1,531)            -             -         (1,531)
                             ------------ ------------- ------------- ------------- --------------
     Net Cash Provided (Used)
     by Investing Activities      (1,531)       (1,531)      (20,530)            -        (22,061)
                             ------------ ------------- ------------- ------------- --------------
Cash Flows from Financing
  Activities

  Proceeds from stock
   issuance                            -             -        65,000             -         65,000
                             ------------ ------------- ------------- ------------- --------------
     Net Cash Provided (Used)
     by Financing Activities           -             -        65,000             -         65,000
                             ------------ ------------- ------------- ------------- --------------

  Increase (Decrease) in Cash     (1,531)       (1,531)        1,531             -              -
                             ------------ ------------- ------------- ------------- --------------
Cash and Cash Equivalents at
  Beginning of Period              1,531         1,531             -             -              -
                             ------------ ------------- ------------- ------------- --------------
Cash and Cash Equivalents at
  End of Period              $         -  $          -  $      1,531  $          -  $           -
                             ============ ============= ============= ============= ==============


Supplemental Non-Cash Financing Transactions:

   Stock issued for services $    20,000  $          -  $          -  $          -  $      20,000

Cash paid for:
   Interest                  $         -  $          -  $          -  $          -  $           -
   Income taxes              $         -  $          -  $          -  $          -  $           -


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

                                    -7-
</TABLE>
<PAGE> 16

                   Globalwise Investments, Inc.
                  (A Development Stage Company)
                 Note to the Financial Statements
               June 30, 2000 and December 31, 2000

NOTE 1 - Summary Of Significant Accounting Policies

     a.     Organization

            Globalwise Investments, Inc. (the Company) was organized under the
laws of the state of Utah on October 3, 1997.  The Company was organized for
the purpose of engaging in the confectionary vending machine business.

     b.     Recognition of Revenue

            The Company recognizes income and expense on the accrual basis of
accounting.

     c.     Earnings (Loss) Per Share

            The computation of earnings per share of common stock is based on
the weighted average number of shares outstanding at the date of the financial
statements.

     d.     Cash and Cash Equivalents

            The company considers all highly liquid investments with
maturities of three months or less to be cash equivalents.

     e.     Provision for Income Taxes

            No provision for income taxes have been recorded due to net
operating loss carryforwards totaling approximately $29,700 that will be
offset against future taxable income.  These NOL carryforwards will begin to
expire in the year 2019.  No tax benefit has been reported in the financial
statements because the Company believes there is a 50% or greater chance the
carryforward will expire unused.

                               -8-
<PAGE> 17

                   Globalwise Investments, Inc.
                  (A Development Stage Company)
                 Note to the Financial Statements
               June 30, 2000 and December 31, 2000

NOTE 1 - Summary Of Significant Accounting Policies (continued)

         Deferred tax asset and the valuation account is as follows at June
30, 2000 and, December 31, 1999:

                                       June 30,      December 31,
                                         2000            1999
                                    --------------- --------------
     Deferred tax asset:
         NOL carryforward           $       10,000  $       9,600
         Valuation allowance               (10,000)        (9,600)
                                    --------------- --------------
                                    $            -  $           -
                                    =============== ==============
     f.  Inventory

         The inventory presented at December 31, 1999 consists of
confectionary items for sale, contained in the vending machines outlined
below.

     g.  Equipment

         The equipment consists of confectionary vending machines located in
several locations within Salt Lake County, Utah.  The machines were put into
service during  January 2000 and were to be depreciated over seven years using
the straight line method.  However, the Company exchanged the equipment for
common stock (see Note 3) and has no equipment at June 30, 2000.

     h.  Use of 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
statement and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

NOTE 2 - Going Concern

         The accompanying financial statements have been prepared assuming
that the company will continue as a going concern.  The company has had
recurring operating losses for the past several years and is dependent upon
financing to continue operations.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.  It is
management's plan to find an operating company to merge with, thus creating
necessary operating revenue.

                               -9-
<PAGE> 18

                   Globalwise Investments, Inc.
                  (A Development Stage Company)
                 Note to the Financial Statements
               June 30, 2000 and December 31, 2000

NOTE 3 - Spin-off

          In March 2000, the Company exchanged all of its assets and
liabilities for 150,000 shares of its previously issued common stock.  The
shares were subsequently canceled.

NOTE 4 - Development Stage Company

          The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7.  It is concentrating substantially
all of its efforts in raising capital and searching for a business operation
with which to merge, or assets to acquire, in order to generate significant
operations.

NOTE 5 - Stock Split

          In June 1999, the Company completed a forward stock split of 50
shares for each outstanding share.  This report has been prepared showing
after stock split shares from inception.

NOTE 6 - Stockholders' Equity

          In July 2000, the Company issued 20,000 shares of common stock for
services valued at $5,000.

          In July 2000, the Company issued 28,000 shares of common stock for
services valued at $15,000.

NOTE 7 - Unaudited Information

          Globalwise Investments, Inc. (the Company) has elected to omit
substantially all footnotes to the financial statements for the eight months
ended August 31, 2000.  The information furnished herein was taken from the
books and records of the Company without audit.  However, such information
reflects all adjustments which are, in the opinion of management, necessary to
properly reflect the results of the eight months ended August 31, 2000, and
are of a normal, recurring nature.  The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.

                              -10-

<PAGE> 19

                             PART III

ITEM 1: INDEX TO AND DESCRIPTION OF EXHIBITS


Exhibit
Number       Description                                        Location

3.1          Articles of Incorporation, dated October 3, 1997   See attached

3.2          Articles of Merger, dated July 21, 2000            See attached

3.3          Bylaws of Globalwise                               See attached

16.1         Letter of agreement from Crouch, Bierwolf &
             Chisholm, dated September 5, 2000                  See attached

27           Financial Data Schedule                            See attached

                            SIGNATURES

     In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, who is duly authorized.

        9/29/00
Date_________________________         Globalwise Investments, Inc.

                                       /s/ Don Mayer
                                  By: _______________________________
                                         Don Mayer, President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>




FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 12 2000
C18882-00
/S/Dean Heller
DEAN HELLER, SECRETARY OF STATE


                    ARTICLES OF INCORPORATION
                                OF
                   GLOBALWISE INVESTMENTS, INC.

           The undersigned, natural person of eighteen years or more of age,
acting as incorporator of a Corporation (the "Corporation") under the Nevada
Revised Statutes, adopts the following Articles of Incorporation for the
Corporation:

                            ARTICLE I
                       NAME OF CORPORATION

           The name of the Corporation is Globalwise Investments, Inc.

                            ARTICLE II
                              SHARES

           The amount of the total authorized capital stock of the Corporation
is 20,000,000 shares of common stock, par value $.001 per share.  Each share
of common stock shall have one (1) vote.  Such stock may be issued from time
to time without any action by the stockholders for such consideration as may
be fixed from time to time by the Board of Directors, and shares so issued,
the full consideration for which has been paid or delivered, shall be deemed
the full paid up stock, and the holder of such shares shall not be liable for
any further payment thereof.  Said stock shall not be subject to assessment to
pay the debts of the Corporation, and no paid-up stock and no stock issued as
fully paid, shall ever be assessed or assessable by the Corporation.

           The Corporation is authorized to issue 20,000,000 shares of common
stock, par value $.001 per share.

                           ARTICLE III
                   REGISTERED OFFICE AND AGENT

           The address of the initial registered office of the Corporation is
2995 El Camino Rd., Las Vegas, Nevada 89146 and the name of its initial
registered agent at such address is Dennis Evans.

                            ARTICLE IV
                           INCORPORATOR

           The name and address of the incorporator is:

              NAME                           ADDRESS

              Anita Patterson                525 South 300 East
                                             Salt Lake City, Utah 84111

<PAGE>
                            ARTICLE V
                            DIRECTORS

             The members of the governing board of the Corporation shall be
known as directors, and the number of directors may from time to time be
increased or decreased in such manner as shall be provided by the bylaws of
the Corporation, provided that the number of directors shall not be reduced to
less than one (1).  The name and post office address of the first board of
directors, which shall be two in number, are as follows:

             NAME                         ADDRESS

             Don Mayer                    525 South 300 East
                                          Salt Lake City, Utah 84111

             Anita Patterson              525 South 300 East
                                          Salt Lake City, Utah 84111

                            ARTICLE VI
                             GENERAL

             A.  The board of directors shall have the power and authority to
make and alter, or amend, the bylaws, to fix the amount in cash or otherwise,
to be reserved as working capital, and to authorize and cause to be executed
the mortgages and liens upon the property and franchises of the Corporation.

             B.  The board of directors shall, from time to time, determine
whether, and to what extent, and at which times and places, and under what
conditions and regulations, the accounts and books of this Corporation, or any
of them, shall be open to the inspection of the stockholders; and no
stockholder shall have the right to inspect any account, book or document of
this Corporation except as conferred by the Statutes of Nevada, or authorized
by the directors or any resolution of the stockholders.

             C.  No sale, conveyance, transfer, exchange or other disposition
of all or substantially all of the property and assets of this Corporation
shall be made unless approved by the vote or written consent of the
stockholders entitled to exercise two-thirds (2/3) of the voting power of the
Corporation.

             D.  The stockholders and directors shall have the power to hold
their meetings, and keep the books, documents and papers of the Corporation
outside of the State of Nevada, and at such place as may from time to time be
designated by the bylaws or by resolution of the board of directors or
stockholders, except as otherwise required by the laws of the State of Nevada.

             E.  The Corporation shall indemnify each present and future
officer and director of the Corporation and each person who serves at the
request of the Corporation as an officer or director of the Corporation,
whether or not such person is also an officer or director of the Corporation,
against all costs, expenses and liabilities, including the amounts of
judgments, amounts paid in compromise settlements and amounts paid for
services of counsel and other related expenses, which may be incurred by or
imposed on him in connection with any claim, action, suit, proceeding,
investigation or inquiry hereafter made, instituted or threatened in which he
may be involved as a party or otherwise by reason of any past or future action
taken or authorized and approved by him or any omission to act as such officer
or director, at the time of the incurring or imposition of such costs,
expenses, or liabilities, except such costs, expenses or liabilities as shall
relate to matters as to which he shall in such action, suit or proceeding, be
finally adjudged to be liable by reason of his negligence or willful
misconduct toward the Corporation or such other Corporation in the performance
of his duties as such officer or director, as to whether or not a director or
officer was liable by reason of his negligence or willful misconduct toward
the Corporation or such other Corporation in the performance of his duties as
such officer or director, in the absence of such final adjudication of the
existence of such liability, the board of directors and each officer and
director may conclusively rely upon an opinion of legal counsel selected by or
in the manner designed by the board of directors.  The foregoing right of
indemnification shall not be exclusive of other rights to which any such
officer or director may be entitled as a matter of law or otherwise, and shall
inure to the benefit of the heirs, executors, administrators and assigns of
each officer or director.

            The undersigned incorporator executed these Articles of
Incorporation, certifying that the facts herein stated are true this 7th day
of July, 2000.

                                     /s/ Anita Patterson
                                    _____________________________________
                                    ANITA PATTERSON

STATE OF UTAH               )
                            :  ss.
COUNTY OF SALT LAKE         )

        On this 10th day of July, 2000, personally appeared before me Anita
Patterson, personally known to me or proved to me on the basis of satisfactory
evidence to be the person whose name is signed on the preceding document, and
acknowledged to me that she signed it voluntarily for its stated purpose.

                                        /s/ Jeanne Ball
                                        ___________________________
                                        NOTARY PUBLIC

<Notary seal:
Notary Public
M. JEANNE BALL
525 South 300 East
Salt Lake City, Utah 84111
My Commission Expires
February 4, 2003
State of Utah>


                    CERTIFICATE OF ACCEPTANCE
                 OF APPOINTMENT BY RESIDENT AGENT

          In the matter of Globalwise Investments, Inc.,  I Dennis Evans, with
address at 2995 El Camino Rd., Las Vegas, Nevada 89146, hereby accept the
appointment as Resident Agent of Globalwise Investments, Inc. in accordance
with N.R.S. 78.090.

         IN WITNESS WHEREOF, I hereunto set my hand this ___ day of July,
2000.


                   /s/ Dennis Evans
              By: ___________________________________
                       Dennis Evans, Resident Agent


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 21 2000
C18882-00
/S/Dean Heller
DEAN HELLER, SECRETARY OF STATE

                      ARTICLES OF MERGER FOR
                  GLOBALWISE INVESTMENTS, INC.,
                       A NEVADA CORPORATION

          Pursuant to the provisions of Section 92A.200 of the Nevada Revised
Statutes, Globalwise Investments, Inc., a Nevada corporation (the
"Corporation"),  hereby adopts and files the following Articles of Merger as
the surviving entity to the statutory merger of Globalwise Investments, Inc.,
a Utah corporation ("Globalwise"), with and into the Corporation:

          FIRST:  The name and place of each corporation which is a party to
this merger is as follows:

          Name                         Place of Incorporation
          -----                        ----------------------
          Globalwise Investments, Inc.   Nevada

          Globalwise Investments, Inc.   Utah

          SECOND:  The Agreement and Plan of Merger (the "Plan") governing the
merger between the Corporation and Globalwise, has been adopted by the Board
of Directors of the Corporation and Globalwise.

          THIRD: Globalwise has 850,000 shares of common stock issued,
outstanding and entitled to vote on the merger.  At a meeting of the
shareholders of Globalwise held July 20, 2000 the owners of 575,000 shares
voted in favor of the Plan.

          FOURTH:  The approval of the shareholders of the Corporation is not
required pursuant to Section 92A.130 1(b) of the Nevada Revised Statutes.

          FIFTH:  The number of votes cast for the Plan by each voting group
entitled to vote was sufficient for approval of the merger by each such voting
group.

          SIXTH:  Following the merger there are no amendments to the Articles
of Incorporation of the surviving company.

          SEVENTH:  The complete executed Plan is on file at the registered
office or other place of business of the Corporation.

          EIGHTH:  A copy of the Plan will be furnished by the Corporation, on
request and without cost, to any shareholder of either corporation which is a
party to the merger.

<PAGE>

          NINTH:  The merger will be effective upon the filing of the Articles
of Merger.

          DATED this 21ST day of July, 2000.


                         GLOBALWISE INVESTMENTS, INC., a Nevada corporation

                             /s/Don Mayer
                         By_______________________________________
                              DON MAYER, President

                            /s/ Anita Patterson
                         By_______________________________________
                              ANITA PATTERSON, Secretary


STATE OF UTAH           )
                        : ss.
COUNTY OF SALT LAKE     )

          On the 21st day of July, 2000, personally appeared before me Don
Mayer and Anita Patterson personally known to me or proved to me on the basis
of satisfactory evidence, and who, being by me duly sworn, did say that they
are the President and Secretary of Globalwise Investments, Inc., and that said
document was signed by them on behalf of said corporation by authority of its
bylaws, and said Don Mayer and Anita Patterson acknowledged to me that said
corporation executed the same.

                           /s/ M. Jeanne Ball
                         ___________________________________________
                         NOTARY PUBLIC
<Notary seal:
Notary Public
M. JEANNE BALL
525 South 300 East
Salt Lake City, Utah 84111
My Commission Expires
February 4, 2003
State of Utah>


                         GLOBALWISE INVESTMENTS, INC., a Utah corporation

                            /s/ Don Mayer
                         By_______________________________________
                              DON MAYER, President


                             /s/ Anita Patterson
                         By_______________________________________
                              ANITA PATTERSON, Secretary


STATE OF UTAH          )
                       : ss.
COUNTY OF SALT LAKE    )

          On the 21st day of July, 2000, personally appeared before me Don
Mayer and Anita Patterson personally known to me or proved to me on the basis
of satisfactory evidence, and who, being by me duly sworn, did say that they
are the President and Secretary of Globalwise Investments, Inc., and that said
document was signed by them on behalf of said corporation by authority of its
bylaws, and said Don Mayer and Anita Patterson acknowledged to me that said
corporation executed the same.

                          /s/ M. Jeanne Ball
                         ___________________________________________
                         NOTARY PUBLIC
<Notary seal:
Notary Public
M. JEANNE BALL
525 South 300 East
Salt Lake City, Utah 84111
My Commission Expires
February 4, 2003
State of Utah>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

                              BYLAWS

                                OF

                   GLOBALWISE INVESTMENTS, INC.


                       ARTICLE 1.  OFFICES

     1.1  Business Office.  The principal office of the corporation shall be
located at any place either within or outside the State of Nevada as
designated in the corporation's most recent document on file with the Nevada
Secretary of State, Division of Corporations.  The corporation may have such
other offices, either within or without the State of Nevada as the board of
directors may designate or as the business of the corporation may require from
time to time.

     1.2  Registered Office.  The registered office of the corporation shall
be located within the State of Nevada and may be, but need not be, identical
with the principal office.  The address of the registered office may be
changed from time to time.

                     ARTICLE 2.  SHAREHOLDERS

     2.1  Annual Shareholder Meeting.  The annual meeting of the shareholders
shall be held on the 15th day of August in each year, beginning with the year
2001 at the hour of 2:00 p.m., or at such other time on such other day within
such month as shall be fixed by the board of directors, for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting.  If the day fixed for the annual meeting shall be a legal
holiday in the State of Nevada, such meeting shall be held on the next
succeeding business day.

     2.2  Special Shareholder Meeting.  Special meetings of the shareholders,
for any purpose or purposes described in the meeting notice, may be called by
the president, or by the board of directors, and shall be called by the
president at the request of the holders of not less than one-fourth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.

     2.3  Place of Shareholder Meeting.  The board of directors may designate
any place, either within or without the State of Nevada, as the place of
meeting for any annual or any special meeting of the shareholders, unless by
written consent, which may be in the form of waivers of notice or otherwise,
all shareholders entitled to vote at the meeting designate a different place,
either within or without the State of Nevada, as the place for the holding of
such meeting.  If no designation is made by either the directors or unanimous
action of the voting shareholders, the place of meeting shall be at 887 Third
Avenue, Salt Lake City, Utah 84103.

     2.4  Notice of Shareholder Meeting.  Written notice stating the date,
time, and place of any annual or special shareholder meeting shall be
delivered not less than 10 nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the
President, the board of directors, or other persons calling the meeting, to
each shareholder of record entitled to vote at such meeting and to any other
shareholder entitled by the Nevada Revised Statutes (the "Statutes") or the
articles of incorporation to receive notice of the meeting.  Notice shall be
deemed to be effective at the earlier of:  (1) when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid; (2) on
the date shown on the return receipt if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the
addressee; (3) when received; or (4) 3 days after deposit in the United States
mail, if mailed postpaid and correctly addressed to an address other than that
shown in the corporation's current record of shareholders.

     If any shareholder meeting is adjourned to a different date, time or
place, notice need not be given of the new date, time and place, if the new
date, time and place is announced at the meeting before adjournment.  But if
the adjournment is for more than 30 days or if a new record date for the
adjourned meeting is or must be fixed, then notice must be given pursuant to
the requirements of the previous paragraph, to those persons who are
shareholders as of the new record date.

     2.5  Waiver of Notice.  A shareholder may waive any notice required by
the Statutes, the articles of incorporation, or these bylaws, by a writing
signed by the shareholder entitled to the notice, which is delivered to the
corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.

     A shareholder's attendance at a meeting:

               (a)  waives objection to lack of notice or defective notice of
the meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting because of lack of
notice or effective notice; and

               (b)  waives objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to considering the matter when
it is presented.

     2.6  Fixing of Record Date.  For the purpose of determining shareholders
of any voting group entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to receive payment of any distribution,
or in order to make a determination of shareholders for any other proper
purpose, the board of directors may fix in advance a date as the record date.
Such record date shall not be more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken.  If no record date is so fixed by the board for the determination of
shareholders entitled to notice of, or to vote at a meeting of shareholders,
the record date for determination of such shareholders shall be at the close
of business on the day the first notice is delivered to shareholders.  If no
record date is fixed by the board for the determination of shareholders
entitled to receive a distribution, the record date shall be the date the
board authorizes the distribution.  With respect to actions taken in writing
without a meeting, the record date shall be the date the first shareholder
signs the consent.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof unless the board of directors fixes a
new record date which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

     2.7  Shareholder List.  After fixing a record date for a shareholder
meeting, the corporation shall prepare a list of the names of its shareholders
entitled to be given notice of the meeting.  The shareholder list must be
available for inspection by any shareholder, beginning on the earlier of 10
days before the meeting for which the list was prepared or 2 business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting, and any adjournment thereof.  The list shall
be available at the corporation's principal office or at a place identified in
the meeting notice in the city where the meeting is to be held.

     2.8  Shareholder Quorum and Voting Requirements.

          2.8.1  Quorum.  Except as otherwise required by the Statutes or the
articles of incorporation, a majority of the outstanding shares of the
corporation, represented by person or by proxy, shall constitute a quorum at
each meeting of the shareholders.  If a quorum exists, action on a matter,
other than the election of directors, is approved if the votes cast favoring
the action exceed the votes cast opposing the action, unless the articles of
incorporation or the Statutes require a greater number of affirmative votes.

          2.8.2  Voting of Shares.  Unless otherwise provided in the articles
of incorporation or these bylaws, each outstanding share, regardless of class,
is entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.

     2.9  Quorum and Voting requirements of Voting Groups.  If the articles of
incorporation or the Statutes provide for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting.

     Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to
that matter.  Unless the articles of incorporation or the Statutes provide
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.

     If the articles of incorporation or the Statutes provide for voting by
two or more voting groups on a matter, 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 the matter.

     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 articles of incorporation or the Statutes require a greater number of
affirmative votes.

     2.10  Greater Quorum or Voting Requirements.  The articles of
incorporation may provide for a greater quorum or voting requirement for
shareholders, or voting groups of shareholders, than is provided for by these
bylaws.  An amendment to the articles of incorporation that adds, changes, or
deletes a greater quorum or voting requirement for shareholders must meet the
same quorum requirement and be adopted by the same vote and voting groups
required to take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.

     2.11  Proxies.  At all meetings of shareholders, a shareholder may vote
in person or by proxy which is executed in writing by the shareholder or which
is executed by his duly authorized attorney-in-fact.  Such proxy shall be
filed with the Secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting.  No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in
the proxy.  All proxies are revocable unless they meet specific requirements
of irrevocability set forth in the Statutes.  The death or incapacity of a
voter does not invalidate a proxy unless the corporation is put on notice.  A
transferee for value who receives shares subject to an irrevocable proxy, can
revoke the proxy if he had no notice of the proxy.

     2.12  Corporation's Acceptance of Votes.

          2.12.1  If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation corresponds to the name of a
shareholder, the corporation, if acting in good faith, is entitled to accept
the vote, consent, waiver, proxy appointment, or proxy appointment revocation
and give it effect as the act of the shareholder.

          2.12.2  If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation does not correspond to the name
of a shareholder, the corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver, proxy appointment, or proxy
appointment revocation and give it effect as the act of the shareholder if:

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

               (b)  the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation;

               (c)  the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, proxy appointment, or proxy appointment
revocation; or

               (d)  the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder has been presented with
respect to the vote, consent, waiver, proxy appointment or proxy appointment
revocation; or

               (e)  two or more persons are the shareholder as co-tenants 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-tenants or fiduciaries.

          2.12.3  If shares are registered in the names of two or more
persons, whether fiduciaries, members of a partnership, co-tenants, husband
and wife as community property, voting trustees, persons entitled to vote
under a shareholder voting agreement or otherwise, or if two or more persons
(including proxy holders) have the same fiduciary relationship respecting the
same shares, unless the secretary of the corporation or other officer or agent
entitled to tabulate votes is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating
the relationship wherein it is so provided, their acts with respect to voting
shall have the following effect:

               (a)  if only one votes, such act binds all;

               (b)  if more than one votes, the act of the majority so voting
bind all;

               (c)  if more than one votes, but the vote is evenly split on
any particular matter, each fraction may vote the securities in question
proportionately.

     If the instrument so filed or the registration of the shares shows that
any tenancy is held in unequal interests, a majority or even split for the
purpose of this Section shall be a majority or even split in interest.

          2.12.4  The corporation is entitled to reject a vote, consent,
waiver, proxy appointment or proxy appointment revocation if the secretary or
other officer or agent authorized to tabulate votes, 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.

          2.12.5  The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this Section
are not liable in damages to the shareholder for the consequences of the
acceptance or rejection.

          2.12.6  Corporate action based on the acceptance or rejection of a
vote, consent, waiver, proxy appointment or proxy appointment revocation under
this Section is valid unless a court of competent jurisdiction determines
otherwise.

     2.13  Action by Shareholders Without a Meeting.

          2.13.1  Written Consent.  Any action required or permitted to be
taken at a meeting of the shareholders may be taken without a meeting and
without prior notice if one or more consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shareholders entitled to vote
with respect to the subject matter thereof were present and voted.  Action
taken under this Section has the same effect as action taken at a duly called
and convened meeting of shareholders and may be described as such in any
document.

          2.13.2  Post-Consent Notice.  Unless the written consents of all
shareholders entitled to vote have been obtained, notice of any shareholder
approval without a meeting shall be given at least ten days before the
consummation of the action authorized by such approval to (i) those
shareholders entitled to vote who did not consent in writing, and (ii) those
shareholders not entitled to vote.  Any such notice must be accompanied by the
same material that is required under the Statutes to be sent in a notice of
meeting at which the proposed action would have been submitted to the
shareholders for action.

          2.13.3  Effective Date and Revocation of Consents.  No action taken
pursuant to this Section shall be effective unless all written consents
necessary to support the action are received by the corporation within a
sixty-day period and not revoked.  Such action is effective as of the date the
last written consent is received necessary to effect the action, unless all of
the written consents specify an earlier or later date as the effective date of
the action.  Any shareholder giving a written consent pursuant to this Section
may revoke the consent by a signed writing describing the action and stating
that the consent is revoked, provided that such writing is received by the
corporation prior to the effective date of the action.

          2.13.4  Unanimous Consent for Election of Directors.
Notwithstanding subsection (a), directors may not be elected by written
consent unless such consent is unanimous by all shares entitled to vote for
the election of directors.

     2.14  Voting for Directors.  Unless otherwise provided in the articles of
incorporation, every shareholder entitled to vote for the election of
directors has the right to cast, in person or by proxy, all of the votes to
which the shareholder's shares are entitled for as many persons as there are
directors to be elected and for whom election such shareholder has the right
to vote.  Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.

                  ARTICLE 3.  BOARD OF DIRECTORS

     3.1  General Powers.  Unless the articles of incorporation have dispensed
with or limited the authority of the board of directors by describing who will
perform some or all of the duties of a board of directors, all corporate
powers shall be exercised by or under the authority, and the business and
affairs of the corporation shall be managed under the direction, of the board
of directors.

     3.2  Number, Tenure and Qualification of Directions.  The authorized
number of directors shall be two (2); provided, however, that if the
corporation has less than two shareholders entitled to vote for the election
of directors, the board of directors may consist of a number of individuals
equal to or greater than the number of those shareholders.  The current number
of directors shall be within the limit specified above, as determined (or as
amended form time to time) by a resolution adopted by either the shareholders
or the directors.  Each director shall hold office until the next annual
meeting of shareholders or until the director's earlier death, resignation, or
removal.  However, if his term expires, he shall continue to serve until his
successor shall have been elected and qualified, or until there is a decrease
in the number of directors.  Directors do not need to be residents of Nevada
or shareholders of the corporation.

     3.3  Regular Meetings of the Board of Directors.  A regular meeting of
the board of directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting of
shareholders, for the purpose of appointing officers and transacting such
other business as may come before the meeting.  The board of directors may
provide, by resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.

     3.4  Special Meetings of the Board of Directors.  Special meetings of the
board of directors may be called by or at the request of the president or any
director.  The person authorized to call special meetings of the board of
directors may fix any place as the place for holding any special meeting of
the board of directors.

     3.5  Notice of, and Waiver of Notice for, Special Director Meeting.
Unless the articles of incorporation provide for a longer or shorter period,
notice of the date, time, and place of any special director meeting shall be
given at least two days previously thereto either orally or in writing.  Any
director may waive notice of any meeting.  Except as provided in the next
sentence, the waiver must be in writing and signed by the director entitled to
the notice.  The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business and at
the beginning of the meeting (or promptly upon his arrival) objects to holding
the meeting or transacting business at the meeting, and does not thereafter
vote for or assent to action taken at the meeting.  Unless required by the
articles of incorporation, neither the business to be transacted at, nor the
purpose of, any special meeting of the board of directors need be specified in
the notice or waiver of notice of such meeting.

     3.6  Director Quorum and Voting.

          3.6.1  Quorum.  A majority of the number of directors prescribed by
resolution shall constitute a quorum for the transaction of business at any
meeting of the board of directors unless the articles of incorporation require
a greater percentage.

          Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting.  A
director participating in a meeting by this means is deemed to be present in
person at the meeting.

          A director who is present at a meeting of the board of directors or
a committee of the board of directors when corporate action is taken is deemed
to have assented to the action taken unless:  (1) the director objects at the
beginning of the meeting (or promptly upon his arrival) to holding or
transacting business at the meeting and does not thereafter vote for or assent
to any action taken at the meeting; and (2) the director contemporaneously
requests his dissent or abstention as to any specific action be entered in the
minutes of the meeting; or (3) the director causes written notice of his
dissent or abstention as to any specific action be received by the presiding
officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting.  The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

     3.7  Director Action Without a Meeting.  Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if all the directors consent to such action in writing.  Action taken
by consent is effective when the last director signs the consent, unless,
prior to such time, any director has revoked a consent by a signed writing
received by the corporation, or unless the consent specifies a different
effective date.  A signed consent has the effect of a meeting vote and may be
described as such in any document.

     3.8  Resignation of Directors.  A director may resign at any time by
giving a written notice of resignation to the corporation.  Such resignation
is effective when the notice is received by the corporation, unless the notice
specifies a later effective date.

     3.9  Removal of Directors.  The shareholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a
purpose of the meeting is such removal.  The removal may be with or without
cause unless the articles of incorporation provide that directors may only be
removed with cause.  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 him.  A director may be removed only if the number of votes
cast to remove him exceeds the number of votes cast not to remove him.


     3.10  Board of Director Vacancies.  Unless the articles of incorporation
provide otherwise, if a vacancy occurs on the board of directors, including a
vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy.  During such time that the shareholders
fail or are unable to fill such vacancies then and until the shareholders act:

               (a)  the board of directors may fill the vacancy; or

               (b)  if the board of directors remaining in office constitute
fewer than a quorum of the board, they may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.

     If the vacant office was held by a director elected by a voting group of
shareholders:

               (a)  if there are one or more directors elected by the same
voting group, only such directors are entitled to vote to fill the vacancy if
it is filled by the directors; and

               (b)  only the holders of shares of that voting group are
entitled to vote to fill the vacancy if it is filled by the shareholders.

     A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

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

     3.12  Director Committees.

          3.12.1  Creation of Committees.  Unless the article sof
incorporation provide otherwise, the board of directors may create one or more
committees and appoint members of the board of directors to serve on them.
Each committee must have one or more members, who shall serve at the pleasure
of the board of directors.

          3.12.2  Selection of Members.  The creation of a committee and
appointment of members to it must be approved by the greater of (1) a majority
of all the directors in office when the action is taken or (2) the number of
directors required by the articles of incorporation to take such action.

          3.12.3  Required Procedures.  Those Sections of this Article 3 which
govern meetings, actions without meetings, notice and waiver of notice, quorum
and voting requirements of the board of directors, apply to committees and
their members.

          3.12.4  Authority.  Unless limited by the article sof incorporation,
each committee may exercise those aspects of the authority of the board of
directors which the board of directors confers upon such committee in the
resolution creating the committee.  Provided, however, a committee may not:

               (a)  authorize distributions;

               (b)  approve or propose to shareholders action that the
Statutes require be approved by shareholders;

               (c)  fill vacancies on the board of directors or on any of its
committees;

               (d)  amend the articles of incorporation pursuant to the
authority of directors to do so;

               (e)  adopt, amend or repeal bylaws;

               (f)  approve a plan of merger not requiring shareholder
approval;

               (g)  authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the board of directors; or

               (h)  authorize or approve the issuance or sale or contract for
sale of shares or determine the designation and relative rights, preference,s
and limitations of a class or series of shares, except that the board of
directors may authorize a committee (or an officer) to do so within limits
specifically prescribed by the board of directors.

                       ARTICLE 4.  OFFICERS

     4.1  Number of Officers.  The officers of the corporation shall be a
president, a secretary and a treasurer, each of whom shall be appointed by the
board of directors.  Such other officers and assistant officers as may be
deemed necessary, including any vice presidents, may also be appointed by the
board of directors.  If specifically authorized by the board of directors, an
officer may appoint one or more officers or assistant officers.  The same
individual may simultaneously hold more than one office in the corporation.

     4.2  Appointment and Term of Office.  The officers of the corporation
shall be appointed by the board of directors for a term as determined by the
board of directors.  If no term is specified, they shall hold office until the
first meeting of the directors held after the next annual meeting of
shareholders.  If the appointment of officers shall not be made at such
meeting, such appointment shall be made as soon thereafter as is convenient.
Each officer shall hold office until his successor shall have been duly
appointed and shall have qualified until his death, or until he shall resign
or is removed.

     The designation of a specified term does not grant to the officer any
contract rights, and the board may remove the officer at any time prior to the
termination of such term.

     4.3  Removal of Officers.  Any officer or agent may be removed by the
board of directors at any time, with or without cause.  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.

     4.4  Resignation of Officers.  Any officer may resign at any time,
subject to any rights or obligations under any existing contracts between the
officers and the corporation, by giving notice to the president or board of
directors.  An officer's resignation shall take effect at the time specified
therein, and the acceptance of such resignation shall not be necessary to make
it effective.

     4.5  President.  Unless the board of directors has designated the
chairman of the board as chief executive officer, the president shall be the
chief executive officer of the corporation and, subject to the control of the
board of directors, shall in general supervise and control all of the business
and affairs of the corporation.  Unless there is a chairman of the board, the
president shall, when present, preside at all meetings of the shareholders and
of the board of directors.  The president may sign, with the secretary or any
other proper officer of the corporation thereunder authorized by the board of
directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board f directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.

     4.6  Vice Presidents.  If appointed, in the absence of the president or
in the event of his death, inability or refusal to act, the vice president (or
in the event there be more than one vice president, the vice presidents in the
order designate at the time of their election, or in the absence of any
designation, then in the order of their appointment) shall perform the duties
of the president, and when so acting, shall have all the powers of, and be
subject to, all the restrictions upon the president.

     4.7  Secretary.  The secretary shall:  (a) keep the minutes of the
proceedings of the shareholders, the board of directors, and any committees of
the board 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 custodian of the corporate records; (d) when requested
or required, authenticate any records of the corporation; (e) keep a register
of the post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (f) sign with the president, or a vice
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the board of directors; (g) have
general charge of the stock transfer books of the corporation; and (h) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned by the president or by the board
of directors.  Assistant secretaries, if any, shall have the same duties and
powers, subject to the supervision of the secretary.

     4.8  Treasurer.  The treasurer shall:  (a) have charge and custody of and
be responsible for all funds and securities of the corporation; (b) receive
and give receipts for monies due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation
in such bank, trust companies, or other depositaries as shall be selected by
the board of directors; and (c) 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 by the president or by the board of directors.  If required by the
board of directors, the treasurer shall give a bond for the faithful discharge
of his or her duties in such sum and with such surety or sureties as the board
of directors shall determine.  Assistant treasurers, if any, shall have the
same powers and duties, subject to the supervision of the treasurer.

     4.9  Salaries.  The salaries of the officers shall be fixed from time to
time by the board of directors.

            ARTICLE 5.  INDEMNIFICATION OF DIRECTORS,
                 OFFICERS, AGENTS, AND EMPLOYEES

     5.1  Indemnification of Directors.  Unless otherwise provided in the
articles of incorporation, the corporation shall indemnify any individual made
a party to a proceeding because the individual is or was a director of the
corporation, against liability incurred in the proceeding, but only if such
indemnification is both (i) determined permissible and (ii) authorized, as
such are defined in subsection (a) of this Section 5.1.

          5.1.1  Determination of Authorization.  The corporation shall not
indemnify a director under this Section unless:

               (a)  a determination has been made in accordance with the
procedures set forth in the Statutes that the director met the standard of
conduct set forth in subsection (b) below, and

               (b)  payment has been authorized in accordance with the
procedures set forth in the Statutes based on a conclusion that the expenses
are reasonable, the corporation has the financial ability to make the payment,
and the financial resources of the corporation should be devoted to this use
rather than some other use by the corporation.

          5.1.2  Standard of Conduct.  The individual shall demonstrate that:

               (a)  he or she conducted himself in good faith; and

               (b)  he or she reasonably believed:

                    (i)  in the case of conduct in his official capacity with
the corporation, that his conduct was in its best interests;

                    (ii)  in all other cases, that his conduct was at least
not opposed to its best interests; and

                    (iii)  in the case of any criminal proceeding, he or she
had no reasonable cause to believe his conduct was unlawful.

          5.1.3  Indemnification in Derivative Actions Limited.
Indemnification permitted under this Section in connection with a proceeding
by or in the right of the corporation is limited to reasonable expenses
incurred in connection with the proceeding.

          5.1.4  Limitation on Indemnification.  The corporation shall not
indemnify a director under this Section of Article 5:

               (a)  in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or

               (b)  in connection with any other proceeding charging improper
personal benefit to the director, whether or not involving action in his or
her official capacity, in which he or she was adjudged liable on the basis
that personal benefit was improperly received by the director.

     5.2  Advance of Expenses for Directors.  If a determination is made
following the procedures of the Statutes, that the director has met the
following requirements, and if an authorization of payment is made following
the procedures and standards set forth in the Statutes, then unless otherwise
provided in the articles of incorporation, the corporation shall pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding, if:

               (a)  the director furnishes the corporation a written
affirmation of his good faith belief that he has met the standard of conduct
described in this section;

               (b)  the director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay the advance if it
is ultimately determined that he did not meet the standard of conduct;

               (c)  a determination is made that the facts then known to those
making the determination would not preclude indemnification under this Section
or the Statutes.

     5.3  Indemnification of Officers, Agents and Employees Who Are Not
Directors.  Unless otherwise provided in the articles of incorporation, the
board of directors may indemnify and advance expenses to any officer,
employee, or agent of the corporation, who is not a director of the
corporation, to the same extent as to a director, or to any greater extent
consistent with public policy, as determined by the general or specific
actions of the board of directors.

     5.4  Insurance.  By action of the board of directors, notwithstanding any
interest of the directors in such action, the corporation may purchase and
maintain insurance on behalf of a person who is or was a director, officer,
employee, fiduciary or agent of the corporation, against any liability
asserted against or incurred by such person in that capacity or arising from
such person's status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have the power to indemnify such person
under the applicable provisions of the Statutes.

                        ARTICLE 6.  STOCK

     6.1  Issuance of Shares.  The issuance or sale by the corporation of any
shares of its authorized capital stock of any class, including treasury
shares, shall be made only upon authorization by the board of directors,
unless otherwise provided by statute.  The board of directors may authorize
the issuance of shares for consideration consisting of any tangible or
intangible property or benefit to the corporation, including cash, promissory
notes, services performed, contracts or arrangements for services to be
performed, or other securities of the corporation.  Shares shall be issued for
such consideration expressed in dollars as shall be fixed from time to time by
the board of directors.

     6.2  Certificates for Shares.

          6.2.1  Content.  Certificates representing shares of the corporation
shall at minimum, state on their face the name of the issuing corporation and
that it is formed under the laws of the State of Nevada; the name of the
person to whom issued; and the number and class of shares and the designation
of the series, if any, the certificate represents; and be in such form as
determined by the board of directors.  Such certificates shall be signed
(either manually or by facsimile) by the president or a vice president and by
the secretary or an assistant secretary and may be sealed with a corporate
seal or a facsimile thereof.  Each certificate for shares shall be
consecutively numbered or otherwise identified.

          6.2.2  Legend as to Class or Series.  If the corporation is
authorized to issue different classes of shares or different series within a
class, the designations, relative rights, preferences and limitations
applicable to each class and the variations in rights, preferences and
limitations determined for each series (and the authority of the board of
directors to determine variations for future series) must be summarized on the
front or back of each certificate.  Alternatively, each certificate may state
conspicuously on its front or back that the corporation will furnish the
shareholder this information on request in writing and without charge.

          6.2.3  Shareholder List.  The name and address of the person to whom
the shares represented thereby are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the corporation.

          6.2.4  Transferring Shares.  All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in cash of a lost, destroyed, or
mutilated certificate, a new one may be issued therefor upon such terms and
indemnity to the corporation as the board of directors may prescribe.

     6.3  Shares Without Certificates.

          6.3.1  Issuing Shares Without Certificates.  Unless the articles of
incorporation provide otherwise, the board of directors may authorize the
issue of some or all the shares of any or all of its classes or series without
certificates.  The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.

          6.3.2  Information Statement Required.  Within a reasonable time
after the issue or transfer of shares without certificates, the corporation
shall send the shareholder a written statement containing, at a minimum, the
information required by the Statutes.

     6.4  Registration of the Transfer of Shares.  Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation.  In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective.  Unless the corporation has
established a procedure by which a beneficial owner of shares held by a
nominee is to be recognized by the corporation as the owner, the person in
whose name shares stand in the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

     6.5  Restrictions on Transfer or Registration of Shares.  The board of
directors or shareholders may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into,
or carrying a right to subscribe for or acquire shares).  A restriction does
not affect shares issued before the restriction was adopted unless the holders
of the shares are parties to the restriction agreement or voted in favor of or
otherwise consented to the restriction.

     A restriction on the transfer or registration of transfer of shares may
be authorized:

               (a)  to maintain the corporation's status when it is dependent
on the number or identity of its shareholders;

               (b)  to preserve entitlements, benefits or exemptions under
federal or local laws; and

               (c)  for any other reasonable purpose.

     A restriction on the transfer or registration of transfer of shares may:

               (a)  obligate the shareholder first to offer the corporation or
other persons (separately, consecutively or simultaneously) an opportunity to
acquire the restricted shares;

               (b)  obligate the corporation or other persons (separately,
consecutively or simultaneously) to acquire the restricted shares;

               (c)  require as a condition to such transfer or registration,
that any one or more persons, including the holders of any of its shares,
approve the transfer or registration if the requirement is not manifestly
unreasonable; or

               (d)  prohibit the transfer or the registration of transfer of
the restricted shares to designated persons or classes of persons, if the
prohibition is not manifestly unreasonable.

     A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by this Article 6 with regard to shares issued
without certificates.  Unless so noted, a restriction is not enforceable
against a person without knowledge of the restriction.

     6.6  Corporation's Acquisition of Shares.  The corporation may acquire
its own shares and the shares so acquired constitute authorized but unissued
shares.

     If the articles of incorporation prohibit the reissue of acquired shares,
the number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment may
be adopted by the shareholders or the board of directors without shareholder
action.  The articles of amendment must be delivered to the Secretary of State
and must set forth:

               (a)  the name of the corporation;

               (b)  the reduction in the number of authorized shares, itemized
by class and series;

               (c)  the total number of authorized shares, itemized by class
and series, remaining after reduction of the shares; and

               (d)  a statement that the amendment was adopted by the board of
directors without shareholder action and that shareholder action was not
required.


                    ARTICLE 7.  DISTRIBUTIONS

     7.1  Distributions to Shareholders.  The board of directors may
authorize, and the corporation may make, distributions to the shareholders of
the corporation subject to any restriction sin the corporation's articles of
incorporation and in the Statutes.

     7.2  Unclaimed Distributions.  If the corporation has mailed three
successive distributions to a shareholder at the shareholder's address as
shown on the corporation's current record of shareholders and the
distributions have been returned as undeliverable, no further attempt to
deliver distributions to the shareholder need be made until another address
for the shareholder is made known to the corporation, at which time all
distributions accumulated by reason of this Section, except as otherwise
provided by law, be mailed to the shareholder at such other address.

                    ARTICLE 8.  MISCELLANEOUS

     8.1  Inspection of Records by Shareholders and Directors.  A shareholder
or director of a corporation is entitled to inspect and copy, during regular
business hours at the corporation's principal office, any of the records of
the corporation required to be maintained by the corporation under the
Statutes, if such person gives the corporation written notice of the demand at
least five business days before the date on which such a person wishes to
inspect and copy.  The scope of such inspection right shall be as provided
under the Statutes.

     8.2  Amendments.  The corporation's board of directors may amend or
repeal the corporation's bylaws at any time unless:

               (a)  the articles of incorporation or the Statutes reserve this
power exclusively to the shareholders in whole or part; or

               (b)  the shareholders in adopting, amending, or repealing a
particular bylaw provide expressly that the board of directors may not amend
or repeal that bylaw; or

               (c)  the bylaw either establishes, amends, or deletes, a
greater shareholder quorum or voting requirement.

     Any amendment which changes the voting or quorum requirement for the
board must meet the same quorum requirement and be adopted by the same vote
and voting groups required to take action under the quorum and voting
requirements then in effect or proposed to be adopted, whichever are greater.

     8.3  Fiscal Year.  The fiscal year of the corporation shall be
established by the board of directors.

     DATED this 21st day of July, 2000.



                           /s/ Anita Patterson
                         __________________________________________
                               Secretary

</TEXT>
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<TYPE>EX-16.1
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>


                   CROUCH,  BIERWOLF & CHISHOLM
                   Certified Public Accountants
                   50 West Broadway, Suite 1130
                    Salt Lake City, Utah 84101
                      Office (801) 363-1175
                        Fax (801) 363-0615

September 5, 2000


Securities and Exchange Commission
Washington, D.C. 20549

Re: Globalwise Investments, Inc.

Dear Sirs:

We have reviewed Item 3 - Change in and Disagreements with Accountants, of the
Form 10-SB.  We are in agreement with the statements presented therein so far
as statements pertain to Crouch, Bierwolf & Chisholm.

Sincerely,



/s/ Crouch, Bierwolf & Chisholm

Crouch, Bierwolf & Chisholm

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<PERIOD-END>                               AUG-31-2000             DEC-31-1999
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