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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001026700-02-000017.txt : 20020414
<SEC-HEADER>0001026700-02-000017.hdr.sgml : 20020414
ACCESSION NUMBER:		0001026700-02-000017
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20020115
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020131

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHINA GLOBAL DEVELOPMENT INC
		CENTRAL INDEX KEY:			0000846475
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
		IRS NUMBER:				870403828
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	033-26787-D
		FILM NUMBER:		02523540

	BUSINESS ADDRESS:	
		STREET 1:		440 LOUISIANA 475
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77002
		BUSINESS PHONE:		7135478900

	MAIL ADDRESS:	
		STREET 1:		SEVENTH DISTRIC NORTH
		STREET 2:		CHUNG PING REGION
		CITY:			BEIJING CHINA
		STATE:			F5
		ZIP:			00000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	IBONZAI COM INC
		DATE OF NAME CHANGE:	20000814

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LIFE MEDICAL TECHNOLOGIES INC /UT/
		DATE OF NAME CHANGE:	19960330

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MEDIA USA INC
		DATE OF NAME CHANGE:	19940209

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VALIANT CORPORATION
		DATE OF NAME CHANGE:	19940209
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>subfm8k_11502.txt
<TEXT>
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

     Date of Report: (Date of earliest event reported) : January 15, 2002

                           Commission File No. 0-27323


                         CHINA GLOBAL DEVELOPMENT, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         Nevada                                             87-0403828
- -------------------------------                 --------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)



            Seventh District North, Chung-Ping Region, Beijing, China
           -----------------------------------------------------------
                    (Address of principal executive offices)

                                 86-10-697-56542
                          -----------------------------
                            (Issuer telephone number)

                                Ibonzai.com, Inc.
                       6975 South Union Park Center, #600
                                Midvale, UT 84047
                  --------------------------------------------
                             Former Name and Address

<PAGE>

Item 5.   Other Events.

     Ibonzai.com,  Inc.  was  incorporated  on December 31, 2001 in the State of
Nevada as a wholly-owned subsidiary of Ibonzai.com, Inc. a Delaware corporation.
On January 10,  2002,  Ibonzai.com,  Inc.  was merged into  Ibonzai.com,  Inc. a
Nevada corporation being the surviving entity.  Prior to the merger,  there were
14,656,000   shares  of  Ibonzai.com,   Inc.  Upon  completion  of  the  merger,
shareholders  of  Ibonzai.com,  Inc.  was  entitled  to  exchange  one  share of
Ibonzai.com,  Inc.  for one share of  Ibonzi.com,  Inc.  On  January  15,  2002,
Ibonzai.com,  Inc.  changed  its  name to China  Global  Development,  Inc.  and
effected a 1:25  reverse  stock  split with the  capitalization  re-authorizing
100,000,000  shares  of common  stock  having a par value of $.001 per share and
10,000,000 shares of preferred stock having a par value of $.001 per share.

     As of Monday,  January 28, 2002,  the  Registrant's  new trading  symbol is
CGDP.  In  addition,  the  following  individuals  became the new  officers  and
directors of the Registrant: Bao-Hua Zheng-Chairman and Chief Executive Officer,
Yu Chen Zhang-Vice Chairman and Vice President and Baldwin Yung-Chief  Financial
Officer and director. The following individuals resigned from their positions as
follows:

Chen Hong-En, VP of Beijing Mingtal Construction Engineering Corp. Ltd.
Zhao Hang, VP of Beijing Yanhong Real Estate Development Corp. Ltd.
Xiao Xiao Fen, VP of Beijing Yong-An Construction & Elec. Engineering Corp. Ltd.
Xu Guo Rul, VP of Jinzhou Baodi Construction Group Corporation

Item 7.   Financial Statements and Exhibits.

     Exhibits:

     2.1  Articles of Merger
     3.1  Articles of Incorporation
     3.2  Certificate of Amendment
     3.3  Certificate of Correction to Certificate of Amendment
     3.4  By-laws

                                   Signatures

     Pursuant to the  requirement  of the  Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                CHINA GLOBAL DEVELOPMENT, INC.

     January 30, 2002
                                                 /s/ Bau-Hua Zheng
                                               ---------------------------------
                                               Bau-Hua Zheng
                                               Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>ex21.txt
<TEXT>
ARTICLES OF MERGER
                                       OF
                       IBONZAI.COM, INC. (Delaware Parent)
                                      INTO
                      IBONZI.COM, INC. (Nevada Subsidiary)

     The undersigned corporations,  pursuant to the provisions of Chapter 92A of
the Nevada Revised Statutes hereby execute the following Articles of Merger:

     FIRST:  The name of the  surviving  corporation  is  IBONZI.COM,  INC. (the
"Nevada  Company"),  and the place of its  incorporation is the State of Nevada.
The name and place of  incorporation  of the  corporation  being merged into the
surviving   corporation  is   IBONZAI.COM,   INC.  (the   "Delaware   Company"),
incorporated in the State of Delaware, the laws of which permit this merger. The
principal place of business of the Nevada Company is 435 East Universal  Circle,
Sandy,  Utah 84070 and the registered  office is CT  Corporation  Trust Company,
6100 Neil Road Suite 500 Reno,  Nevada,  89511 and the  Delaware  Company is 435
East Universal Circle,  Sandy, Utah 84070 and the registered office is Corporate
Trust Center, 1209 Orange St., City of Wilmington,  New Castle County,  Delaware
19801.

     SECOND:  A plan of merger  was  adopted by the board of  directors  of each
corporation that is a party to this merger.

     THIRD:  The plan of merger was  approved by the  stockholder  of the Nevada
Company by unanimous consent.

     FOURTH:  The  plan of  merger  was  submitted  to the  stockholders  of the
Delaware Company. The designation,  number of shares outstanding and entitled to
vote and  undisputed  votes for the plan by the  stockholders  of each  class of
shares of IBONZAI  (the  Delaware  Company)  entitled  to vote on the plan is as
follows:

Class             Number of Outstanding Shares       Undisputed Votes
                                                     for the Plan

Common                    14,656,000                    8,989,668

     The  number  of votes  cast for the plan by the  owners  of each  class was
sufficient for approval by the owners of that class.

     FIFTH:  The  Articles  of  Incorporation  of the  Nevada  Company  were not
amended.

     SIXTH: The complete executed plan of merger is hereinafter set forth in its
entirety:

<PAGE>


     A.  The  corporations  proposing  to  merge  are  IBONZAI..COM,  INC.  (the
"Delaware  Company" or "Parent"),  a Delaware  corporation and IBONZI.COM,  INC.
(the "Nevada Company" or "Subsidiary"),  a Nevada corporation. The Utah Company,
or Parent,  is the sole  shareholder of the Nevada  Company.  The Nevada Company
shall be the surviving corporation of the merger.

     B. Upon  approval  of this plan of merger by the  shareholders  of both the
Nevada Company and the Delaware Company,  Articles of Merger shall be filed with
the Secretaries of State of Nevada and Delaware. Upon receipt and filing of said
Articles of Merger and the  issuance of  Certificates  of Merger by said states,
the separate  existence of the Parent shall cease;  and  Subsidiary,  the Nevada
Company,  shall  succeed to all the rights and property of the Delaware  Company
and shall be subject to all the debts and liabilities of the Delaware Company.

     C. All shares of the Delaware Company shall be entitled to be exchanged for
shares of the Nevada  Company at the rate of one Nevada Company common share for
each common share of the Delaware  Company.  No fractional  shares of the Nevada
Company  stock  will be issued  pursuant  to this plan of  merger.  Instead  any
fractional  share otherwise  issuable shall be rounded up or down to the nearest
whole number of shares. All shares of the Nevada Company stock outstanding prior
to the merger shall be canceled.

     D. The Articles of Incorporation of the surviving  corporation shall be the
Articles  of  Incorporation  of the  Nevada  Company  immediately  prior  to the
effective date of the merger without amendment or change.

     SEVENTH:  All corporations  party to this merger have complied with laws of
their respective jurisdiction of incorporation concerning this merger.

     EIGHTH:  These Articles may be executed in multiple  counterparts,  each of
which shall be deemed an original and all of which taken together shall be but a
single instrument

<PAGE>

                                                    IBONZAI.COM, INC.
                                                    (The Delaware Company)


                                                        /s/ Scott R. Hosking
                                                    By: Scott R. Hosking
                                                    Title: President and CEO

                                                        /s/ Dwight Williams
                                                    By: Dwight Williams
                                                    Title:  Secretary

State of Utah                ss.
                             ss.
County of Salt Lake          ss.

     On January 8, 2002  personally  appeared before me, a Notary Public Scott
R. Hosking who  acknowledged  that he executed the above instrument as President
of Ibonzai.com, Inc. the Delaware Company.


                                                      /s/ Amanda Weaver
                                                    Signature of Notary
                                                    Printed Name: Amanda Weaver
                                                    Commission Expires: 12-1-04

State of Utah               ss.
                            ss.
County of Salt Lake         ss.

     On January 8,  2002 personally  appeared before me, a Notary Public Dwight
Williams, who acknowledged that he executed the above instrument as Secretary of
Ibonzai.com, Inc. the Delaware Company.


                                                     /s/ Amanda Weaver
                                                  Signature of Notary
                                                  Printed Name: Amanda Weaver
                                                  Commission Expires: 12-1-04


<PAGE>


                                                  IBONZI.COM, INC.
                                                  (The Nevada Company)


                                                        /s/ Scott R. Hosking
                                                  By: Scott R. Hosking
                                                  Title: President


                                                        /s/ Dwight Williams
                                                  By: Dwight Williams
                                                  Title: Secretary


State of Utah                 ss.
                              ss.
County of Salt Lake           ss.

     On January 8,  2002,  personally appeared before me, a Notary Public Scott
R.  Hosking,   who  acknowledged  that  he  executed  the  above  instrument  as
Ibonzi.com, Inc., the Nevada Company.


                                                        /s/ Amanda Weaver
                                                     Signature of Notary
                                                     Printed Name: Amanda Weaver
                                                     Commission Expires: 12-1-04

State of Utah                ss.
                             ss.
County of Salt Lake          ss.

     On January 8, 2002, personally appeared before me, a Notary Public Dwight
Williams , who  acknowledged  that he executed the above instrument as Secretary
of Ibonzi.com, Inc., the Nevada Company.


                                                     /s/ Amanda Weaver
                                                  Signature of Notary
                                                  Printed Name: Amanda Weaver
                                                  Commission Expires: 12-1-04

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>4
<FILENAME>ex31.txt
<TEXT>
ARTICLES OF INCORPORATION
                                       OF
                                IBONZI.COM, INC.

     The  undersigned  natural persons of the age of eighteen (18) years or more
acting as incorporator  of a corporation  under the Nevada Revised Civil Statute
78, hereby adopts the following Articles of Incorporation:

                                    ARTICLE I

                                      NAME

     The  name  of  the  corporation   (hereinafter  called   "Corporation")  is
Ibonzi.com, Inc.

                                   ARTICLE II

                               PERIOD OF DURATION

     The period of duration of the Corporation is perpetual.

                                   ARTICLE III

                               PURPOSES AND POWERS

     The purpose for which this  Corporation  is  organized  is to engage in the
business of  investing in  investments  of all forms and nature and to engage in
any and all other lawful business.

                                   ARTICLE IV

                                 CAPITALIZATION

     The total  number of shares of stock which the  Corporation  shall have the
authority to issue is one hundred ten million (110,000,000)  shares,  consisting
of one hundred million  (100,000,000)  shares of Common Stock having a par value
of $.001 per share and ten million (10,000,000) shares of Preferred Stock having
a par value of $.001 per share.

     A.   Preferred Stock

     The Board of Directors is authorized, subject to the limitations prescribed
     by law and the  provisions of this Article,  to provide for the issuance of
     the  shares of  Preferred  Stock in  series,  and by  filing a  certificate
     pursuant to the  applicable  law of the State of Nevada,  to establish from
     time to time the number of shares to be included in each such series and to
     fix the designation,  powers,  preferences and rights of the shares of each
     such series and the qualifications, limitations or restrictions thereof.

     1.   The authority of the Board with respect to each series shall  include,
          but not be limited to, determination of the following:
<PAGE>


          a.   The number of shares constituting that series and the distinctive
               designation of that series;

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

          c.   Whether that series shall have voting rights,  in addition to the
               voting  rights  provided  by law,  and if so,  the  terms of such
               voting rights;

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

          e.   Whether or not the shares of that series shall be redeemable and,
               if so, the terms and conditions of such redemption, including the
               date or dates upon or after  which they shall be  redeemable  and
               the amount per share payable in case of redemption,  which amount
               may vary under different  conditions and at different  redemption
               dates;

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

          g.   The rights of the shares of that series in the event of voluntary
               or  involuntary  liquidation,  dissolution  or  winding up of the
               Corporation,  and the  relative  rights of  priority,  if any, of
               payment of shares of that series; and

          h.   Any other relative  rights,  preferences  and limitations of that
               series.

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

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


     4.   Unless otherwise  provided in any resolution of the Board of Directors
          providing  for the  issuance  of any  particular  series of  Preferred
          Stock, no holder of Preferred  Stock shall have any pre-emptive  right
          as such holder to subscribe  for,  purchase or receive any part of any
          new or  additional  issue of  capital  stock of any  class or  series,
          including  unissued  and  treasury  stock,  or  obligations  or  other
          securities  convertible  into or exchangeable for capital stock of any
          class or series, or warrants or other instruments evidencing rights or
          options to subscribe for, purchase or receive any capital stock of any
          class or series,  whether  now or  hereafter  authorized  and  whether
          issued for cash or other consideration or by way of dividend.

B.   Common Stock

     1.   Subject to the prior and superior rights of the Preferred Stock and on
          the conditions set forth in the foregoing  parts of this Article or in
          any resolution of the Board of Directors providing for the issuance of
          any particular  series of Preferred  Stock,  and not  otherwise,  such
          dividends  (payable in cash,  stock or otherwise) as may be determined
          by the Board of Directors may be declared and paid on the Common Stock
          from time to time out of any funds legally available therefor.

     2.   Except  as  otherwise   provided  by  law,  by  this   Certificate  of
          Incorporation  or by the  resolution  or  resolutions  of the Board of
          Directors  providing  for the  issue of any  series  of the  Preferred
          Stock, the Common Stock shall have the exclusive right to vote for the
          election of directors and for all other  purposes,  each holder of the
          Common Stock being entitled to one vote for each share held.

     3.   Upon any  liquidation,  dissolution or winding up of the  Corporation,
          whether  voluntary  or  involuntary,  and  after  the  holders  of the
          Preferred Stock of each series shall have been paid in full the amount
          to which they respectively shall be entitled,  or a sum sufficient for
          such payments in assets of the  Corporation  shall be distributed  pro
          rata to the  holders  of the  Common  Stock in  accordance  with their
          respective  rights and  interests,  to the exclusion of the holders of
          the Preferred Stock.
<PAGE>

                                    ARTICLE V

                           REGISTERED OFFICE AND AGENT

     The  name  and  address  of  the  corporation's   registered  agent  is  CT
Corporation and the address is 6100 Neil Rd., #500, Reno, NV 89511.

                                   ARTICLE VI

                                    DIRECTORS

     The Corporation shall be governed by a Board of Directors consisting of one
director as shall be fixed the Corporation's bylaws.

         Name                               Address


       Scott R. Hosking           4766 Holladay Blvd.
                                  Holladay, Utah 84117

                                   ARTICLE VII

                           DENIAL OF PREEMPTIVE RIGHTS

     There shall be no  preemptive  right to acquire  unissued  and/or  treasury
shares of the stock of the Corporation.

                                  ARTICLE VIII

                       LIABILITY OF OFFICERS AND DIRECTORS

     A  director  or  officer  of the  Corporation  shall  not be  liable to the
Corporation  or its  shareholders  for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional  misconduct,
fraud,  a knowing  violation  of law or the payment of an  unlawful  dividend in
violation of NRS 78.300.

<PAGE>

                                   ARTICLE IX

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  Corporation  shall  indemnify any and all persons who may serve or
who have served at any time as  directors  or officers or who, at the request of
the Board of Directors of the Corporation,  may serve or at any time have served
as directors or officers of another corporation in which the Corporation at such
time owned or may own  shares of stock or of which it was or may be a  creditor,
and their respective heirs, administrators,  successors and assigns, against any
and all  expenses,  including  amounts  paid upon  judgments,  counsel  fees and
amounts paid in  settlement  (before or after suit is  commenced),  actually and
necessarily by such persons in connection  with the defense or settlement of any
claim,  action,  suit or  proceeding  in which  they,  or any of them,  are made
parties,  or a party,  or which may be asserted  against them or any of them, by
reason of being or having been directors or officers of the  Corporation,  or of
such  other  corporation,  except in  relation  to  matters as to which any such
director or officer of the Corporation,  or of such other  corporation or former
director  or  officer  or  person  shall  be  adjudged  in any  action,  suit or
proceeding to be liable for his own negligence or misconduct in the  performance
of his duty.  Such  indemnification  shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law,  agreement,  vote
of shareholder or otherwise.

DATED this 3rd day of January 2002                    Incorporator:

                                                      /s/ Hank Vanderkam
                                                      ------------------------
                                                      Hank Vanderkam
                                                      Vanderkam & Sanders
                                                      440 Louisiana, #475
                                                      Houston, TX 77002


STATE OF TEXAS                    ss.
                                  ss.
COUNTY OF HARRIS                  ss.

         On January 3, 2002 personally appeared before me, a Notary Public, Hank
Vanderkam,  who acknowledged that he executed the above document in his capacity
as Incorporator of Ibonzai.com, Inc.
                                        /s/ Andrea Walker
                                      ------------------------------------
                                      Notary Public for the State of Texas

  [SEAL]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>5
<FILENAME>ex32.txt
<TEXT>
CERTIFICATE OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       FOR
                           NEVADA PROFIT CORPORATIONS


1.   Name of corporation: Ibonzi.com, Inc.

2.   The articles  have been amended as follows  (provide  article  numbers,  if
     available):

     Article  I  Name.  The  name  of  the   corporation   (hereinafter   called
     "Corporation") is China Global Development, Inc.

     Article IV  Capitalization.  Following a 1:100 reverse split,  the Articles
     are amended to reauthorize  100,000,000 shares of common stock having a par
     value of $.001 per share and 10,000,000  shares of preferred stock having a
     par value of $.001 per share.

3.   The  vote by which  the  stockholders  holding  shares  in the  corporation
     entitling them to exercise at least a majority of the voting power, or such
     greater  proportion of the voting power as may be required in the case of a
     vote by classes or series,  or as may be required by the  provisions of the
     articles of  incorporation  have voted in favor of the  amendment is: 1,000
     shares.*

4.   Officer Signature (Required):

     /s/ Hank Vanderkam-Secretary
     -----------------------------

* If any proposed amendment would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote,  in  addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.

IMPORTANT:  Failure to include  any of the above  information  and the remit the
proper fees may cause this filing to be rejected.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>6
<FILENAME>ex33.txt
<TEXT>
CERTIFICATE OF CORRECTION


1.   The name of the entity for which correction is being made:

     China Global Development, Inc.

2.   Description of the original document for which correction is being made:

     Certificate of Amendment

3.   Filing date of the original document: 1-15-02

4.   Description of the inaccuracy or defect.

     Incorrect reverse split - filed as 1:100 reverse split and should have been
filed as 1:25 reverse split.

5.   Correction of the inaccuracy or defect.

     Article IV Capitalization. Following a 1:25 reverse split, the Articles are
     amended to  reauthorize  100,000,000  shares of common  stock  having a par
     value of $.001 per share and 10,000,000  shares of preferred stock having a
     par value of $.001 per share.

6.   Signature:

                                               /s/ David Loev
                                               --------------
                                               Assistant
                                               Secretary
                                               ---------
                                               1-28-02
                                               -------
                                               Authorized
                                               Signature
                                               Title*
                                               Date

*If  entity  is  a   Corporation,   it  must  be  signed  by  and   Officer;   a
Limited-Liability   Company,  by  a  manager  or  managing  members;  a  Limited
Partnership,  by  a  General  Partner;  a  Limited-Liability  Partnership,  by a
Managing Partner; a Busines Trust, by a Trustee.

IMPORTANT:  Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.4
<SEQUENCE>7
<FILENAME>ex34.txt
<TEXT>
 BYLAWS
                                       OF
                         CHINA GLOBAL DEVELOPMENT, INC.
                              a Nevada corporation


                                   ARTICLE I.
                                   DEFINITIONS

1.1  Definitions.  Unless  the  context  clearly  requires  otherwise,  in these
     Bylaws:

     (a)  "Board" means the board of directors of the Company.

     (b)  "Bylaws"  means  these  bylaws as  adopted  by the Board and  includes
          amendments subsequently adopted by the Board or by the Stockholders.

     (c)  "Articles of  Incorporation"  means the Articles of  Incorporation  of
          China Global  Development,  Inc., as filed with the Secretary of State
          of the  State of  Nevada  and  includes  all  amendments  thereto  and
          restatements thereof subsequently filed.

     (d)  "Company" means China Global Development, Inc., a Nevada corporation.

     (e)  "Section" refers to sections of these Bylaws.

     (f)  "Stockholder" means stockholders of record of the Company.

1.2  Offices.  The title of an office refers to the person or persons who at any
     given time perform the duties of that particular office for the Company.

                                   ARTICLE 2.
                                     OFFICES

2.1  Principal  Office.  The Company may locate its  principal  office within or
     without the state of incorporation as the Board may determine.
<PAGE>

2.2  Registered  Office. The registered office of the Company required by law to
     be  maintained in the state of  incorporation  may be, but need not be, the
     same as the  principal  place of  business  of the  Company.  The Board may
     change the address of the registered office from time to time.

2.3  Other  Offices.  The Company may have offices at such other places,  either
     within or without the state of incorporation, as the Board may designate or
     as the business of the Company may require from time to time.

                                   ARTICLE 3.
                            MEETINGS OF STOCKHOLDERS

3.1  Annual  Meetings.  The  Stockholders of the Company shall hold their annual
     meetings for the purpose of electing  directors and for the  transaction of
     such other proper  business as may come before such  meetings at such time,
     date and place as the Board shall determine by resolution.

3.2  Special Meetings.  The Board, the Chairman of the Board, the President or a
     committee  of the Board duly  designated  and whose  powers  and  authority
     include  the  power to call  meetings  may  call  special  meetings  of the
     Stockholders  of the  Company  at any time  for any  purpose  or  purposes.
     Special  meetings of the  Stockholders of the Company may also be called by
     the holders of at least 30% of all shares  entitled to vote at the proposed
     special meeting.


3.3  Place of Meetings. The Stockholders shall hold all meetings at such places,
     within or without the State of Nevada,  as the Board or a committee  of the
     Board shall specify in the notice or waiver of notice for such meetings.

3.4  Notice of  Meetings.  Except as  otherwise  required by law, the Board or a
     committee of the Board shall give notice of each  meeting of  Stockholders,
     whether  annual or  special,  not less than 10 nor more than 50 days before
     the date of the  meeting.  The  Board or a  committee  of the  Board  shall
     deliver a notice to each  Stockholder  entitled to vote at such  meeting by
     delivering a typewritten or printed notice thereof to him personally, or by
     depositing  such notice in the United  States  mail,  in a postage  prepaid
     envelope,  directed  to him at his  address as it appears on the records of
     the Company,  or by transmitting a notice thereof to him at such address by
     telegraph,  telecopy,  cable or wireless. If mailed, notice is given on the
     date deposited in the United States mail, postage prepaid,  directed to the
     Stockholder at his address as it appears on the records of the Company.  An
     affidavit of the  Secretary  or an  Assistant  Secretary or of the Transfer
     Agent of the Company  that he has given  notice  shall  constitute,  in the
     absence of fraud, prima facie evidence of the facts stated therein.
<PAGE>

     Every notice of a meeting of the Stockholders  shall state the place,  date
and hour of the meeting and, in the case of a special meeting,  also shall state
the  purpose or  purposes  of the  meeting.  Furthermore,  if the  Company  will
maintain the list at a place other than where the meeting will take place, every
notice of a meeting of the  Stockholders  shall  specify  where the Company will
maintain the list of Stockholders entitled to vote at the meeting.

3.5  Stockholder  Notice.   Subject  to  the  Articles  of  Incorporation,   the
     Stockholders  who intend to nominate  persons to the Board of  Directors or
     propose any other action at an annual meeting of  Stockholders  must timely
     notify the  Secretary  of the  Company  of such  intent.  To be  timely,  a
     Stockholder's  notice must be  delivered  to or mailed and  received at the
     principal  executive  offices of the Company not less than 50 days nor more
     than 90 days prior to the date of such meeting; provided,  however, that in
     the  event  that less than 75 days'  notice of the date of the  meeting  is
     given or made to Stockholders,  notice by the Stockholder to be timely must
     be received not later than the close of business on the 15th day  following
     the date on which such notice of the date of the annual meeting was mailed.
     Such notice must be in writing and must  include a (i) a brief  description
     of the business  desired to the brought  before the annual  meeting and the
     reasons for  conducting  such  business at the  meeting;  (ii) the name and
     record address of the Stockholder proposing such business; (iii) the class,
     series  and  number of shares of  capital  stock of the  Company  which are
     beneficially  owned by the Stockholder;  and (iv) any material  interest of
     the Stockholder in such business. The Board of Directors reserves the right
     to refuse to submit any such proposal to  stockholders at an annual meeting
     if, in its judgment,  the information  provided in the notice is inaccurate
     or incomplete.

<PAGE>

3.6  Waiver of Notice.  Whenever these Bylaws require written notice,  a written
     waiver thereof,  signed by the person entitled to notice, whether before or
     after the time stated therein,  shall  constitute the equivalent of notice.
     Attendance of a person at any meeting  shall  constitute a waiver of notice
     of such meeting, except when the person attends the meeting for the express
     purpose of objecting,  at the beginning of the meeting,  to the transaction
     of any business because the meeting is not lawfully called or convened.  No
     written  waiver of notice need specify either the business to be transacted
     at, or the purpose or  purposes  of any  regular or special  meeting of the
     Stockholders, directors or members of a committee of the Board.

3.7  Adjournment of Meeting.  When the Stockholders adjourn a meeting to another
     time or place,  notice  need not be given of the  adjourned  meeting if the
     time  and  place  thereof  are  announced  at  the  meeting  at  which  the
     adjournment  is taken.  At the  adjourned  meeting,  the  Stockholders  may
     transact  any  business  which  they may have  transacted  at the  original
     meeting.  If the  adjournment  is for more  than 30 days or,  if after  the
     adjournment,  the Board or a committee of the Board fixes a new record date
     for the adjourned meeting, the Board or a committee of the Board shall give
     notice of the adjourned  meeting to each  Stockholder of record entitled to
     vote at the meeting.

3.8  Quorum.  Except as otherwise  required by law, the holders of a majority of
     all of the shares of the stock entitled to vote at the meeting,  present in
     person or by proxy,  shall  constitute  a quorum  for all  purposes  at any
     meeting of the  Stockholders.  In the absence of a quorum at any meeting or
     any adjournment  thereof,  the holders of a majority of the shares of stock
     entitled to vote who are present, in person or by proxy, or, in the absence
     therefrom of all the  Stockholders,  any officer entitled to preside at, or
     to act as  secretary  of, such  meeting may adjourn such meeting to another
     place, date or time.

<PAGE>

     If the  chairman  of the  meeting  gives  notice of any  adjourned  special
meeting of Stockholders to all  Stockholders  entitled to vote thereat,  stating
that the minimum  percentage of stockholders  for a quorum as provided by Nevada
law shall constitute a quorum,  then, except as otherwise  required by law, that
percentage at such adjourned meeting shall constitute a quorum and a majority of
the votes cast at such meeting shall determine all matters.

3.9  Organization.  Such  person  as the Board  may have  designated  or, in the
     absence of such a person, the highest ranking officer of the Company who is
     present shall call to order any meeting of the Stockholders,  determine the
     presence of a quorum, and act as chairman of the meeting. In the absence of
     the Secretary or an Assistant Secretary of the Company,  the chairman shall
     appoint someone to act as the secretary of the meeting.

3.10 Conduct of  Business.  The  chairman of any meeting of  Stockholders  shall
     determine the order of business and the procedure at the meeting, including
     such  regulations  of the manner of voting and the conduct of discussion as
     he deems in order.

3.11 List  of   Stockholders.   At  least  10  days  before  every   meeting  of
     Stockholders,  the  Secretary  shall  prepare  a list  of the  Stockholders
     entitled to vote at the  meeting or any  adjournment  thereof,  arranged in
     alphabetical order,  showing the address of each Stockholder and the number
     of shares  registered  in the name of each  Stockholder.  The Company shall
     make the list available for  examination by any Stockholder for any purpose
     germane to the meeting,  during ordinary business hours, for a period of at
     least 10 days prior to the meeting, either at a place within the city where
     the meeting will take place or at the place designated in the notice of the
     meeting.
<PAGE>

     The Secretary  shall produce and keep the list at the time and place of the
meeting during the entire  duration of the meeting,  and any  Stockholder who is
present  may  inspect  the  list  at the  meeting.  The  list  shall  constitute
presumptive  proof of the identity of the  Stockholders  entitled to vote at the
meeting and the number of shares each Stockholder holds.

     A  determination  of  Stockholders  entitled  to  vote  at any  meeting  of
Stockholders  pursuant to this Section shall apply to any  adjournment  thereof.

3.12 Fixing of Record Date. For the purpose of determining Stockholders entitled
     to notice of or to vote at any meeting of  Stockholders  or any adjournment
     thereof, or Stockholders entitled to receive payment of any dividend, or in
     order to make a determination of Stockholders for any other proper purpose,
     the Board or a  committee  of the  Board  may fix in  advance a date as the
     record date for any such determination of Stockholders.  However, the Board
     shall not fix such  date,  in any case,  more than 60 days nor less than 10
     days prior to the date of the particular action.

     If the Board or a committee of the Board does not fix a record date for the
determination  of Stockholders  entitled to notice of or to vote at a meeting of
Stockholders,  the record date shall be at the close of business on the day next
preceding the day on which notice is given or if notice is waived,  at the close
of  business on the day next  preceding  the day on which the meeting is held or
the date on which the Board adopts the resolution declaring a dividend.

3.13 Voting of Shares.  Each Stockholder  shall have one vote for every share of
     stock having  voting  rights  registered in his name on the record date for
     the meeting. The Company shall not have the right to vote treasury stock of
     the Company, nor shall another corporation have the right to vote its stock
     of the Company if the Company holds, directly or indirectly,  a majority of
     the shares  entitled  to vote in the  election of  directors  of such other
     corporation.  Persons holding stock of the Company in a fiduciary  capacity
     shall have the right to vote such  stock.  Persons who have  pledged  their
     stock of the Company  shall have the right to vote such stock unless in the
     transfer on the books of the Company the pledgor  expressly  empowered  the
     pledgee to vote such stock. In that event, only the pledgee,  or his proxy,
     may represent such stock and vote thereon.
<PAGE>

     A plurality of the votes of the shares  present in person or represented by
proxy at the meeting and entitled to vote shall  determine  all  elections  and,
except  when  the law or  Articles  of  Incorporation  requires  otherwise,  the
affirmative vote of a majority of the shares present in person or represented by
proxy at the meeting and entitled to vote shall determine all other matters.

     Where a separate vote by a class or classes is required,  a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy,  shall  constitute a quorum  entitled to take action with respect to that
vote on that matter and the  affirmative  vote of the majority of shares of such
class or classes  present in person or represented by proxy at the meeting shall
be the act of such class.

     The  Stockholders  may vote by voice vote on all matters.  Upon demand by a
Stockholder  entitled  to vote,  or his proxy,  the  Stockholders  shall vote by
ballot.  In that event,  each ballot shall state the name of the  Stockholder or
proxy  voting,  the  number of shares  voted and such other  information  as the
Company may require under the procedure established for the meeting.

3.14 Inspectors.  At any meeting in which the Stockholders  vote by ballot,  the
     chairman may appoint one or more inspectors.  Each inspector shall take and
     sign an oath to execute the duties of inspector at such meeting faithfully,
     with strict  impartiality,  and  according to the best of his ability.  The
     inspectors shall ascertain the number of shares  outstanding and the voting
     power of each;  determine  the  shares  represented  at a  meeting  and the
     validity of proxies and ballots; count all votes and ballots; determine and
     retain  for a  reasonable  period  a  record  of  the  disposition  of  any
     challenges made to any  determination by the inspectors;  and certify their
     determination of the number of shares represented at the meeting, and their
     count of all votes and ballots.  The  certification  required  herein shall
     take the form of a subscribed,  written  report  prepared by the inspectors
     and delivered to the Secretary of the Company.  An inspector  need not be a
     Stockholder  of the  Company,  and any  officer  of the  Company  may be an
     inspector  on any  question  other than a vote for or against a proposal in
     which he has a material interest.  3.15 Proxies. A Stockholder may exercise
     any voting  rights in person or by his proxy  appointed by an instrument in
     writing,  which he or his  authorized  attorney-in-fact  has subscribed and
     which the proxy has delivered to the  secretary of the meeting  pursuant to
     the manner prescribed by law.

3.15 A proxy is not valid after the  expiration  of 13 months  after the date of
     its execution,  unless the person executing it specifies thereon the length
     of time for which it is to  continue in force  (which  length may exceed 12
     months)  or  limits  its  use  to  a  particular  meeting.  Each  proxy  is
     irrevocable if it expressly  states that it is irrevocable and if, and only
     as long as, it is coupled with an interest  sufficient in law to support an
     irrevocable power.

     The  attendance at any meeting of a Stockholder  who previously has given a
proxy  shall not have the effect of revoking  the same  unless he  notifies  the
Secretary in writing prior to the voting of the proxy.

3.16 Action by Consent. Any action required to be taken at any annual or special
     meeting of  stockholders of the Company or any action which may be taken at
     any annual or special meeting of such stockholders,  may be taken without a
     meeting,  without prior notice and without a vote, if a consent or consents
     in  writing  setting  forth the  action  so  taken,  shall be signed by the
     holders of  outstanding  stock  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 shares  entitled to vote  thereon  were  present and voted and
     shall be delivered to the Company by delivery to its registered office, its
     principal  place of business,  or an officer or agent of the Company having
     custody of the book in which  proceedings of meetings of  stockholders  are
     recorded. Delivery made to the Company's registered office shall be by hand
     or by certified or registered mail, return receipt requested.
<PAGE>

     Every written consent shall bear the date of signature of each  stockholder
who signs the  consent,  and no written  consent  shall be effective to take the
corporate  action  referred to therein  unless,  within 50 days of the  earliest
dated consent  delivered in the manner  required by this section to the Company,
written  consents  signed by a  sufficient  number of holders to take action are
delivered to the Company by delivery to its  registered  office,  its  principal
place of business or an officer or agent of the  Company  having  custody of the
book in which  proceedings of meetings of  stockholders  are recorded.  Delivery
made to the  Company's  registered  office  shall be by hand or by  certified or
registered mail, return receipt requested.

     Prompt  notice of the taking of the corporate  action  without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.

                                   ARTICLE 4.
                               BOARD OF DIRECTORS

4.1  General Powers.  The Board shall manage the property,  business and affairs
     of the Company.

4.2  Number.  The number of directors who shall constitute the Board shall equal
     not less than 1 nor more than 10, as the Board or majority stockholders may
     determine by resolution from time to time.

4.3  Election of Directors and Term of Office.  The  Stockholders of the Company
     shall elect the directors at the annual or adjourned annual meeting (except
     as otherwise  provided herein for the filling of vacancies).  Each director
     shall hold office until his death,  resignation,  retirement,  removal,  or
     disqualification,  or until  his  successor  shall  have been  elected  and
     qualified.
<PAGE>

4.4  Resignations.  Any director of the Company may resign at any time by giving
     written  notice  to the  Board  or to the  Secretary  of the  Company.  Any
     resignation  shall take effect upon receipt or at the time specified in the
     notice.  Unless the notice specifies  otherwise,  the  effectiveness of the
     resignation shall not depend upon its acceptance.

4.5  Removal.  Stockholders  holding 2/3 of the  outstanding  shares entitled to
     vote at an  election  of  directors  may remove any  director or the entire
     Board of Directors at any time, with or without cause.

4.6  Vacancies. Any vacancy on the Board, whether because of death, resignation,
     disqualification,  an  increase  in the number of  directors,  or any other
     cause  may be filled  by a  majority  of the  remaining  directors,  a sole
     remaining director, or the majority  stockholders.  Any director elected to
     fill a vacancy shall hold office until his death, resignation,  retirement,
     removal,  or  disqualification,  or until  his  successor  shall  have been
     elected and qualified.

4.7  Chairman of the Board. At the initial and annual meeting of the Board,  the
     directors may elect from their number a Chairman of the Board of Directors.
     The Chairman  shall  preside at all meetings of the Board and shall perform
     such other duties as the Board may direct.  The Board also may elect a Vice
     Chairman  and other  officers of the Board,  with such powers and duties as
     the Board may designate from time to time.

4.8  Compensation. The Board may compensate directors for their services and may
     provide for the payment of all  expenses the  directors  incur by attending
     meetings of the Board or otherwise.
<PAGE>

                                   ARTICLE 5.
                              MEETINGS OF DIRECTORS

5.1  Regular Meetings. The Board may hold regular meetings at such places, dates
     and times as the Board shall establish by resolution.  If any day fixed for
     a meeting falls on a legal holiday, the Board shall hold the meeting at the
     same place and time on the next succeeding business day. The Board need not
     give notice of regular meetings.

5.2  Place of Meetings.  The Board may hold any of its meetings in or out of the
     State of Nevada, at such places as the Board may designate,  at such places
     as the notice or waiver of notice of any such meeting may designate,  or at
     such places as the persons calling the meeting may designate.

5.3  Meetings by Telecommunications. The Board or any committee of the Board may
     hold   meetings   by   means   of    conference    telephone   or   similar
     telecommunications  equipment that enable all persons  participating in the
     meeting to hear each other. Such participation shall constitute presence in
     person at such meeting.

5.4  Special Meetings. The Chairman of the Board, the President,  or one-half of
     the directors then in office may call a special  meeting of the Board.  The
     person or persons  authorized to call special meetings of the Board may fix
     any  place,  either  in or out of the  State of Nevada as the place for the
     meeting.

5.5  Notice of Special Meetings. The person or persons calling a special meeting
     of the Board shall give written notice to each director of the time, place,
     date and purpose of the meeting of not less than three  business days if by
     mail and not less than 24 hours if by  telegraph  or in person  before  the
     date of the meeting.  If mailed,  notice is given on the date  deposited in
     the United States mail, postage prepaid,  to such director.  A director may
     waive notice of any special  meeting,  and any meeting  shall  constitute a
     legal meeting  without  notice if all the directors are present or if those
     not  present  sign either  before or after the meeting a written  waiver of
     notice,  a consent to such  meeting,  or an  approval of the minutes of the
     meeting.  A notice or waiver of notice need not specify the purposes of the
     meeting or the business which the Board will transact at the meeting.
<PAGE>

5.6  Waiver by Presence.  Except when  expressly for the purpose of objecting to
     the  legality  of a  meeting,  a  director's  presence  at a meeting  shall
     constitute a waiver of notice of such meeting.

5.7  Quorum.  A majority of the  directors  then in office  shall  constitute  a
     quorum for all  purposes at any  meeting of the Board.  In the absence of a
     quorum,  a majority  of  directors  present at any  meeting may adjourn the
     meeting to another place,  date or time without further notice.  No proxies
     shall be given by  directors  to any  person  for  purposes  of  voting  or
     establishing a quorum at a directors meetings.

5.8  Conduct of Business.  The Board shall  transact  business in such order and
     manner as the Board may  determine.  Except as the law requires  otherwise,
     the Board  shall  determine  all  matters by the vote of a majority  of the
     directors present at a meeting at which a quorum is present.  The directors
     shall act as a Board,  and the individual  directors shall have no power as
     such.

5.9  Action  by  Consent.  The  Board or a  committee  of the Board may take any
     required or permitted  action without a meeting if all members of the Board
     or  committee  consent  thereto in writing and file such  consent  with the
     minutes of the proceedings of the Board or committee.

                                   ARTICLE 6.
                                   COMMITTEES

6.1  Committees of the Board.  The Board may designate,  by a vote of a majority
     of the directors  then in office,  committees of the Board.  The committees
     shall serve at the pleasure of the Board and shall  possess  such  lawfully
     delegable powers and duties as the Board may confer.
<PAGE>

6.2  Selection  of  Committee  Members.  The  Board  shall  elect by a vote of a
     majority of the  directors  then in office a director or directors to serve
     as the member or members of a  committee.  By the same vote,  the Board may
     designate other  directors as alternate  members who may replace any absent
     or  disqualified  member at any meeting of a  committee.  In the absence or
     disqualification of any member of any committee and any alternate member in
     his place,  the member or members of the  committee  present at the meeting
     and not  disqualified  from voting,  whether or not he or they constitute a
     quorum, may appoint by unanimous vote another member of the Board to act at
     the meeting in the place of the absent or disqualified member.

6.3  Conduct of Business.  Each committee may determine the procedural rules for
     meeting and conducting its business and shall act in accordance  therewith,
     except as the law or these Bylaws require  otherwise.  Each committee shall
     make adequate  provision for notice of all meetings to members.  A majority
     of the  members of the  committee  shall  constitute  a quorum,  unless the
     committee  consists of one or two members.  In that event, one member shall
     constitute a quorum. A majority vote of the members present shall determine
     all  matters.  A  committee  may take  action  without a meeting if all the
     members  of the  committee  consent  in  writing  and file the  consent  or
     consents with the minutes of the proceedings of the committee.

6.4  Authority.  Any committee, to the extent the Board provides, shall have and
     may exercise all the powers and authority of the Board in the management of
     the business and affairs of the Company,  and may authorize the  affixation
     of the Company's  seal to all  instruments  which may require or permit it.
     However,  no  committee  shall have any power or  authority  with regard to
     amending the Articles of Incorporation,  adopting an agreement of merger or
     consolidation, recommending to the Stockholders the sale, lease or exchange
     of  all  or  substantially  all  of  the  Company's  property  and  assets,
     recommending  to  the  Stockholders  a  dissolution  of  the  Company  or a
     revocation of a dissolution of the Company, or amending these Bylaws of the
     Company.  Unless a resolution of the Board expressly provides, no committee
     shall have the power or authority to declare a dividend,  to authorize  the
     issuance of stock, or to adopt a certificate of ownership and merger.
<PAGE>

6.5  Minutes.  Each committee  shall keep regular minutes of its proceedings and
     report the same to the Board when required.

                                   ARTICLE 7.
                                    OFFICERS

7.1  Officers of the  Company.  The officers of the Company  shall  consist of a
     President,  a Secretary and such Vice  Presidents,  Assistant  Secretaries,
     Assistant  Treasurers,  and other  officers as the Board may  designate and
     elect from time to time.  The same person may hold at the same time any two
     or more offices.

7.2  Election and Term. The Board shall elect the officers of the Company.  Each
     officer shall hold office until his death, resignation, retirement, removal
     or  disqualification,  or until his  successor  shall have been elected and
     qualified.

7.3  Compensation  of  Officers.  The Board  shall fix the  compensation  of all
     officers of the  Company.  No officer  shall serve the Company in any other
     capacity  and  receive  compensation,   unless  the  Board  authorizes  the
     additional compensation.

7.4  Removal of Officers  and Agents.  The Board may remove any officer or agent
     it has elected or appointed at any time, with or without cause.

7.5  Resignation  of  Officers  and  Agents.  Any officer or agent the Board has
     elected or appointed may resign at any time by giving written notice to the
     Board,  the Chairman of the Board,  the President,  or the Secretary of the
     Company.  Any such resignation shall take effect at the date of the receipt
     of such notice or at any later time specified.  Unless otherwise  specified
     in the  notice,  the  Board  need not  accept  the  resignation  to make it
     effective.
<PAGE>

7.6  Bond. The Board may require by resolution any officer,  agent,  or employee
     of the  Company  to give  bond to the  Company,  with  sufficient  sureties
     conditioned  on the faithful  performance  of the duties of his  respective
     office or agency.  The Board also may require by  resolution  any  officer,
     agent or  employee to comply  with such other  conditions  as the Board may
     require from time to time.

7.7  President.  The  President  shall be the  chief  operating  officer  of the
     Company and, subject to the Board's control, shall supervise and direct all
     of the  business and affairs of the Company.  When  present,  he shall sign
     (with or  without  the  Secretary,  an  Assistant  Secretary,  or any other
     officer  or agent of the  Company  which the Board has  authorized)  deeds,
     mortgages,  bonds,  contracts  or other  instruments  which  the  Board has
     authorized  an officer or agent of the  Company to  execute.  However,  the
     President shall not sign any instrument which the law, these Bylaws, or the
     Board expressly  require some other officer or agent of the Company to sign
     and execute. In general, the President shall perform all duties incident to
     the office of President  and such other  duties as the Board may  prescribe
     from time to time.

7.8  Vice  Presidents.  In the absence of the  President  or in the event of his
     death,  inability  or refusal to act, the Vice  Presidents  in the order of
     their  length of service as Vice  Presidents,  unless the Board  determines
     otherwise,  shall perform the duties of the  President.  When acting as the
     President,  a Vice President shall have all the powers and  restrictions of
     the  Presidency.  A Vice  President  shall perform such other duties as the
     President or the Board may assign to him from time to time.

7.9  Secretary.  The Secretary shall (a) keep the minutes of the meetings of the
     Stockholders  and of the Board in one or more books for that  purpose,  (b)
     give all  notices  which  these  Bylaws or the law  requires,  (c) serve as
     custodian of the records and seal of the Company, (d) affix the seal of the
     corporation to all documents  which the Board has  authorized  execution on
     behalf of the Company under seal, (e) maintain a register of the address of
     each  Stockholder  of the Company,  (f) sign,  with the  President,  a Vice
     President, or any other officer or agent of the Company which the Board has
     authorized,  certificates for shares of the Company, (g) have charge of the
     stock transfer  books of the Company,  and (h) perform all duties which the
     President or the Board may assign to him from time to time.
<PAGE>

7.10 Assistant  Secretaries.  In the absence of the Secretary or in the event of
     his death,  inability or refusal to act, the Assistant  Secretaries  in the
     order of their length of service as Assistant  Secretary,  unless the Board
     determines  otherwise,  shall  perform  the duties of the  Secretary.  When
     acting as the Secretary,  an Assistant  Secretary shall have the powers and
     restrictions  of the Secretary.  An Assistant  Secretary shall perform such
     other duties as the  President,  Secretary or Board may assign from time to
     time.

7.11 Treasurer.  The Treasurer shall (a) have  responsibility  for all funds and
     securities of the Company, (b) receive and give receipts for moneys due and
     payable to the  corporation  from any source  whatsoever,  (c)  deposit all
     moneys in the name of the Company in depositories  which the Board selects,
     and (d)  perform  all of the duties  which the  President  or the Board may
     assign to him from time to time.

7.12 Assistant  Treasurers.  In the absence of the  Treasurer or in the event of
     his death,  inability or refusal to act, the  Assistant  Treasurers  in the
     order of their length of service as Assistant  Treasurer,  unless the Board
     determines  otherwise,  shall  perform  the duties of the  Treasurer.  When
     acting as the Treasurer,  an Assistant  Treasurer shall have the powers and
     restrictions  of the Treasurer.  An Assistant  Treasurer shall perform such
     other duties as the Treasurer,  the  President,  or the Board may assign to
     him from time to time.
<PAGE>

7.13 Delegation of Authority.  Notwithstanding  any provision of these Bylaws to
     the contrary, the Board may delegate the powers or duties of any officer to
     any other officer or agent.

7.14 Action with Respect to Securities of Other  Corporations.  Unless the Board
     directs otherwise, the President shall have the power to vote and otherwise
     act on behalf of the  Company,  in person or by proxy,  at any  meeting  of
     stockholders  of or with respect to any action of stockholders of any other
     corporation in which the Company holds securities.  Furthermore, unless the
     Board directs  otherwise,  the President  shall exercise any and all rights
     and  powers  which the  Company  possesses  by reason of its  ownership  of
     securities in another corporation.

7.15 Vacancies.  The Board may fill any vacancy in any office  because of death,
     resignation,  removal,  disqualification  or any other  cause in the manner
     which these Bylaws prescribe for the regular appointment to such office.

                                   ARTICLE 8.
                            CONTRACTS, LOANS, DRAFTS,
                             DEPOSITS AND ACCOUNTS

8.1  Contracts.  The Board may  authorize  any  officer  or  officers,  agent or
     agents, to enter into any contract or execute and deliver any instrument in
     the  name  and  on  behalf  of  the  Company.   The  Board  may  make  such
     authorization general or special.

8.2  Loans.  Unless the Board has authorized such action, no officer or agent of
     the Company shall contract for a loan on behalf of the Company or issue any
     evidence of indebtedness in the Company's name.

8.3  Drafts.  The President,  any Vice President,  the Treasurer,  any Assistant
     Treasurer,  and such other persons as the Board shall determine shall issue
     all checks,  drafts and other  orders for the  payment of money,  notes and
     other  evidences  of  indebtedness  issued in the name of or payable by the
     Company.
<PAGE>

8.4  Deposits.  The  Treasurer  shall  deposit  all  funds  of the  Company  not
     otherwise employed in such banks, trust companies, or other depositories as
     the Board may select or as any officer, assistant, agent or attorney of the
     Company  to whom the Board has  delegated  such power may  select.  For the
     purpose of deposit  and  collection  for the  account of the  Company,  the
     President  or the  Treasurer  (or any other  officer,  assistant,  agent or
     attorney of the Company whom the Board has authorized) may endorse,  assign
     and  deliver  checks,  drafts  and other  orders  for the  payment of money
     payable to the order of the Company.

8.5  General and Special Bank Accounts.  The Board may authorize the opening and
     keeping of  general  and  special  bank  accounts  with such  banks,  trust
     companies, or other depositories as the Board may select or as any officer,
     assistant, agent or attorney of the Company to whom the Board has delegated
     such  power  may  select.  The  Board  may  make  such  special  rules  and
     regulations with respect to such bank accounts,  not inconsistent  with the
     provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE 9.
                           CERTIFICATES FOR SHARES AND
                                 THEIR TRANSFER

9.1  Certificates for Shares. Every owner of stock of the Company shall have the
     right to receive a certificate  or  certificates,  certifying to the number
     and class of shares of the stock of the  Company  which he owns.  The Board
     shall determine the form of the certificates for the shares of stock of the
     Company.  The Secretary,  transfer agent, or registrar of the Company shall
     number the certificates  representing shares of the stock of the Company in
     the order in which the  Company  issues  them.  The  President  or any Vice
     President  and the  Secretary  or any  Assistant  Secretary  shall sign the
     certificates  in the  name  of the  Company.  Any or all  certificates  may
     contain  facsimile  signatures.  In case any officer,  transfer  agent,  or
     registrar  who has  signed  a  certificate,  or whose  facsimile  signature
     appears on a certificate,  ceases to serve as such officer, transfer agent,
     or registrar  before the Company  issues the  certificate,  the Company may
     issue the certificate  with the same effect as though the person who signed
     such certificate,  or whose facsimile signature appears on the certificate,
     was such officer,  transfer agent,  or registrar at the date of issue.  The
     Secretary,  transfer agent, or registrar of the Company shall keep a record
     in the stock  transfer  books of the  Company of the names of the  persons,
     firms or corporations owning the stock represented by the certificates, the
     number and class of shares  represented by the  certificates  and the dates
     thereof and, in the case of cancellation,  the dates of  cancellation.  The
     Secretary,  transfer  agent, or registrar of the Company shall cancel every
     certificate surrendered to the Company for exchange or transfer.  Except in
     the  case  of a lost,  destroyed,  stolen  or  mutilated  certificate,  the
     Secretary,  transfer  agent,  or registrar of the Company shall not issue a
     new  certificate  in  exchange  for an  existing  certificate  until he has
     canceled the existing certificate.
<PAGE>

9.2  Transfer of Shares. A holder of record of shares of the Company's stock, or
     his  attorney-in-fact  authorized  by power of attorney  duly  executed and
     filed with the Secretary,  transfer agent or registrar of the Company,  may
     transfer his shares only on the stock transfer  books of the Company.  Such
     person shall furnish to the Secretary,  transfer agent, or registrar of the
     Company  proper  evidence of his  authority  to make the transfer and shall
     properly endorse and surrender for cancellation his existing certificate or
     certificates for such shares.  Whenever a holder of record of shares of the
     Company's  stock makes a transfer of shares for  collateral  security,  the
     Secretary,  transfer  agent,  or registrar of the Company  shall state such
     fact in the entry of transfer if the transferor and the transferee request.

9.3  Lost Certificates.  The Board may direct the Secretary,  transfer agent, or
     registrar of the Company to issue a new certificate to any holder of record
     of  shares  of  the  Company's   stock  claiming  that  he  has  lost  such
     certificate,  or that  someone  has stolen,  destroyed  or  mutilated  such
     certificate,  upon the  receipt of an  affidavit  from such  holder to such
     fact. When  authorizing the issue of a new  certificate,  the Board, in its
     discretion  may require as a condition  precedent to the issuance  that the
     owner of such certificate give the Company a bond of indemnity in such form
     and amount as the Board may direct.
<PAGE>

9.4  Regulations.   The  Board  may  make  such  rules  and   regulations,   not
     inconsistent with these Bylaws, as it deems expedient concerning the issue,
     transfer and  registration of  certificates  for shares of the stock of the
     corporation.  The Board may appoint or authorize any officer or officers to
     appoint one or more transfer  agents,  or one or more  registrars,  and may
     require all  certificates  for stock to bear the signature or signatures of
     any of them.

9.5  Holder of Record.  The Company  may treat as absolute  owners of shares the
     person in whose name the shares  stand of record as if that person had full
     competency,  capacity and  authority  to exercise all rights of  ownership,
     despite  any  knowledge  or  notice  to the  contrary  or  any  description
     indicating a  representative,  pledge or other fiduciary  relation,  or any
     reference  to any other  instrument  or to the  rights of any other  person
     appearing  upon its  record or upon the  share  certificate.  However,  the
     Company  may treat any  person  furnishing  proof of his  appointment  as a
     fiduciary as if he were the holder of record of the shares.

9.6  Treasury  Shares.  Treasury  shares of the Company  shall consist of shares
     which the  Company has issued and  thereafter  acquired  but not  canceled.
     Treasury shares shall not carry voting or dividend rights.
<PAGE>

                                   ARTICLE 10.
                                 INDEMNIFICATION

10.1     Definitions.   In this Article:

(a)  "Indemnitee" means (i) any present or former Director, advisory director or
     officer of the  Company,  (ii) any  person who while  serving in any of the
     capacities referred to in clause (i) hereof served at the Company's request
     as a director, officer, partner, venturer,  proprietor,  trustee, employee,
     agent or similar  functionary of another  foreign or domestic  corporation,
     partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
     enterprise, and (iii) any person nominated or designated by (or pursuant to
     authority  granted by) the Board of Directors or any  committee  thereof to
     serve in any of the capacities referred to in clauses (i) or (ii) hereof.

(b)  "Official  Capacity"  means (i) when used with  respect to a Director,  the
     office of Director  of the  Company,  and (ii) when used with  respect to a
     person  other than a Director,  the  elective or  appointive  office of the
     Company  held by such  person  or the  employment  or  agency  relationship
     undertaken  by such person on behalf of the Company,  but in each case does
     not include  service for any other foreign or domestic  corporation  or any
     partnership,  joint venture,  sole proprietorship,  trust, employee benefit
     plan or other enterprise.

(c)  "Proceeding"  means any threatened,  pending or completed  action,  suit or
     proceeding,  whether  civil,  criminal,   administrative,   arbitrative  or
     investigative,  any appeal in such an action,  suit or proceeding,  and any
     inquiry  or  investigation  that  could  lead to such  an  action,  suit or
     proceeding.
<PAGE>

10.2 Indemnification.  The Company shall indemnify every Indemnitee  against all
     judgments,  penalties (including excise and similar taxes),  fines, amounts
     paid  in  settlement  and  reasonable  expenses  actually  incurred  by the
     Indemnitee  in  connection  with any  Proceeding  in which he was, is or is
     threatened to be named defendant or respondent,  or in which he was or is a
     witness without being named a defendant or respondent,  by reason, in whole
     or in part, of his serving or having  served,  or having been  nominated or
     designated to serve, in any of the capacities  referred to in Section 10.1,
     if it is determined in accordance with Section 10.4 that the Indemnitee (a)
     conducted  himself in good faith, (b) reasonably  believed,  in the case of
     conduct in his  Official  Capacity,  that his conduct was in the  Company's
     best interests  and, in all other cases,  that his conduct was at least not
     opposed  to the  Company's  best  interests,  and  (c) in the  case  of any
     criminal  proceeding,  had no reasonable  cause to believe that his conduct
     was unlawful;  provided,  however,  that in the event that an Indemnitee is
     found liable to the Company or is found  liable on the basis that  personal
     benefit was improperly  received by the Indemnitee the  indemnification (i)
     is limited to reasonable  expenses  actually  incurred by the Indemnitee in
     connection with the Proceeding and (ii) shall not be made in respect of any
     Proceeding in which the Indemnitee shall have been found liable for willful
     or  intentional  misconduct in the  performance of his duty to the Company.
     Except  as  provided  in the  immediately  preceding  proviso  to the first
     sentence of this Section 10.2, no indemnification  shall be made under this
     Section 10.2 in respect of any  Proceeding in which such  Indemnitee  shall
     have  been  (x)  found  liable  on the  basis  that  personal  benefit  was
     improperly  received by him,  whether or not the benefit  resulted  from an
     action taken in the Indemnitee's  Official Capacity, or (y) found liable to
     the  Company.  The  termination  of  any  Proceeding  by  judgment,  order,
     settlement  or  conviction,  or  on  a  plea  of  nolo  contendere  or  its
     equivalent, is not of itself determinative that the Indemnitee did not meet
     the requirements set forth in clauses (a), (b) or (c) in the first sentence
     of this  Section  10.2.  An  Indemnitee  shall be deemed to have been found
     liable in respect of any claim,  issue or matter only after the  Indemnitee
     shall have been so  adjudged  by a court of  competent  jurisdiction  after
     exhaustion of all appeals therefrom.  Reasonable  expenses shall,  include,
     without  limitation,  all  court  costs and all fees and  disbursements  of
     attorneys for the Indemnitee.  The indemnification provided herein shall be
     applicable  whether or not negligence or gross negligence of the Indemnitee
     is alleged or proven.
<PAGE>

10.3 Successful  Defense.  Without limitation of Section 10.2 and in addition to
     the  indemnification  provided  for in  Section  10.2,  the  Company  shall
     indemnify every Indemnitee  against  reasonable  expenses  incurred by such
     person in  connection  with any  Proceeding  in which he is a witness  or a
     named  defendant or respondent  because he served in any of the  capacities
     referred to in Section 10.1, if such person has been wholly successful,  on
     the merits or otherwise, in defense of the Proceeding.

10.4 Determinations. Any indemnification under Section 10.2 (unless ordered by a
     court of competent  jurisdiction)  shall be made by the Company only upon a
     determination  that  indemnification  of the  Indemnitee  is  proper in the
     circumstances  because he has met the applicable standard of conduct.  Such
     determination  shall be made (a) by the Board of  Directors  by a  majority
     vote of a quorum consisting of Directors who, at the time of such vote, are
     not named defendants or respondents in the Proceeding; (b) if such a quorum
     cannot be obtained,  then by a majority vote of a committee of the Board of
     Directors,  duly  designated to act in the matter by a majority vote of all
     Directors  (in  which  designated  Directors  who are named  defendants  or
     respondents in the Proceeding may  participate),  such committee to consist
     solely of two (2) or more Directors who, at the time of the committee vote,
     are not named  defendants or respondents in the Proceeding;  (c) by special
     legal counsel selected by the Board of Directors or a committee  thereof by
     vote as set forth in  clauses  (a) or (b) of this  Section  10.4 or, if the
     requisite  quorum of all of the Directors  cannot be obtained  therefor and
     such  committee  cannot be  established,  by a majority  vote of all of the
     Directors (in which  Directors who are named  defendants or  respondents in
     the Proceeding may participate);  or (d) by the shareholders in a vote that
     excludes  the  shares  held by  Directors  that  are  named  defendants  or
     respondents  in  the  Proceeding.  Determination  as to  reasonableness  of
     expenses  shall  be made  in the  same  manner  as the  determination  that
     indemnification  is  permissible,  except  that if the  determination  that
     indemnification   is   permissible   is  made  by  special  legal  counsel,
     determination as to  reasonableness  of expenses must be made in the manner
     specified  in clause (c) of the  preceding  sentence  for the  selection of
     special  legal  counsel.  In the event a  determination  is made under this
     Section 10.4 that the Indemnitee has met the applicable standard of conduct
     as to some matters but not as to others,  amounts to be indemnified  may be
     reasonably prorated.
<PAGE>

10.5 Advancement of Expenses.  Reasonable  expenses  (including  court costs and
     attorneys'  fees) incurred by an Indemnitee who was or is a witness or was,
     is or is  threatened  to be  made a  named  defendant  or  respondent  in a
     Proceeding shall be paid by the Company at reasonable  intervals in advance
     of the final disposition of such Proceeding,  and without making any of the
     determinations  specified in Section 10.4,  after receipt by the Company of
     (a) a written  affirmation by such Indemnitee of his good faith belief that
     he has met the standard of conduct  necessary  for  indemnification  by the
     Company under this Article and (b) a written undertaking by or on behalf of
     such Indemnitee to repay the amount paid or reimbursed by the Company if it
     shall ultimately be determined that he is not entitled to be indemnified by
     the Company as authorized in this Article.  Such written  undertaking shall
     be an unlimited obligation of the Indemnitee but need not be secured and it
     may be accepted without  reference to financial  ability to make repayment.
     Notwithstanding any other provision of this Article, the Company may pay or
     reimburse  expenses  incurred  by an  Indemnitee  in  connection  with  his
     appearance  as a witness or other  participation  in a Proceeding at a time
     when he is not named a defendant or respondent in the Proceeding.
<PAGE>

10.6 Employee Benefit Plans. For purposes of this Article,  the Company shall be
     deemed to have  requested an Indemnitee  to serve an employee  benefit plan
     whenever the  performance  by him of his duties to the Company also imposes
     duties on or otherwise involves services by him to the plan or participants
     or beneficiaries  of the plan.  Excise taxes assessed on an Indemnitee with
     respect to an employee  benefit plan  pursuant to  applicable  law shall be
     deemed fines.  Action taken or omitted by an Indemnitee  with respect to an
     employee  benefit  plan in the  performance  of his  duties  for a  purpose
     reasonably  believed by him to be in the interest of the  participants  and
     beneficiaries  of the plan shall be deemed to be for a purpose which is not
     opposed to the best interests of the Company.

10.7 Other Indemnification and Insurance.  The indemnification  provided by this
     Article  shall (a) not be deemed  exclusive  of, or to preclude,  any other
     rights to which those seeking  indemnification  may at any time be entitled
     under the Company's  Articles of Incorporation,  any law, agreement or vote
     of  shareholders or  disinterested  Directors,  or otherwise,  or under any
     policy or policies of insurance  purchased and maintained by the Company on
     behalf of any Indemnitee, both as to action in his Official Capacity and as
     to action in any other capacity, (b) continue as to a person who has ceased
     to be in the capacity by reason of which he was an Indemnitee  with respect
     to matters arising during the period he was in such capacity,  (c) inure to
     the benefit of the heirs, executors and administrators of such a person and
     (d) not be required if and to the extent that the person otherwise entitled
     to payment of such amounts hereunder has actually received payment therefor
     under any insurance policy, contract or otherwise.

10.8 Notice.  Any  indemnification of or advance of expenses to an Indemnitee in
     accordance   with  this  Article  shall  be  reported  in  writing  to  the
     shareholders  of the Company  with or before the notice or waiver of notice
     of the next shareholders'  meeting or with or before the next submission to
     shareholders  of a consent to action  without a meeting  and,  in any case,
     within  the  12-month  period   immediately   following  the  date  of  the
     indemnification or advance.
<PAGE>

10.9 Construction. The indemnification provided by this Article shall be subject
     to all valid and applicable laws, including, without limitation, the Nevada
     General  Corporation  Law,  and,  in the event  this  Article or any of the
     provisions hereof or the  indemnification  contemplated hereby are found to
     be  inconsistent  with or contrary to any such valid laws, the latter shall
     be deemed  to  control  and this  Article  shall be  regarded  as  modified
     accordingly, and, as so modified, to continue in full force and effect.

10.10 Continuing  Offer, Reliance,  etc. The  provisions of this Article (a) are
     for the benefit of, and may be enforced by, each Indemnitee of the Company,
     the same as if set forth in their  entirety  in a written  instrument  duly
     executed  and  delivered  by  the  Company  and  such  Indemnitee  and  (b)
     constitute a continuing  offer to all present and future  Indemnitees.  The
     Company,  by its adoption of these Bylaws, (x) acknowledges and agrees that
     each  Indemnitee  of the Company has relied upon and will  continue to rely
     upon the provisions of this Article in becoming,  and serving in any of the
     capacities  referred  to in  Section  10.1(a) of this  Article,  (y) waives
     reliance upon,  and all notices of acceptance  of, such  provisions by such
     Indemnitees  and (z)  acknowledges  and  agrees  that no  present or future
     Indemnitee  shall be prejudiced  in his right to enforce the  provisions of
     this Article in accordance with their terms by any act or failure to act on
     the part of the Company.

10.11 Effect of Amendment. No amendment,  modification or repeal of this Article
     or any provision hereof shall in any manner terminate, reduce or impair the
     right of any past,  present or future  Indemnitees to be indemnified by the
     Company,   nor  the  obligation  of  the  Company  to  indemnify  any  such
     Indemnitees,  under and in accordance with the provisions of the Article as
     in effect immediately prior to such amendment,  modification or repeal with
     respect to claims arising from or relating to matters  occurring,  in whole
     or in part, prior to such amendment,  modification or repeal, regardless of
     when such claims may arise or be asserted.
<PAGE>

                                  ARTICLE 11.
                                 TAKEOVER OFFERS

         In the  event the  Company  receives  a  takeover  offer,  the Board of
Directors  shall  consider  all  relevant  factors  in  evaluating  such  offer,
including,  but not  limited  to,  the  terms of the  offer,  and the  potential
economic  and  social  impact  of  such  offer  on the  Company's  stockholders,
employees, customers, creditors and community in which it operates.

                                   ARTICLE 12.
                                     NOTICES

12.1 General. Whenever these Bylaws require notice to any Stockholder, director,
     officer or agent,  such notice does not mean personal  notice. A person may
     give  effective  notice  under these  Bylaws in every case by  depositing a
     writing in a post office or letter box in a postpaid, sealed wrapper, or by
     dispatching a prepaid  telegram  addressed to such  Stockholder,  director,
     officer or agent at his address on the books of the  Company.  Unless these
     Bylaws  expressly  provide to the contrary,  the time when the person sends
     notice shall constitute the time of the giving of notice.

12.2 Waiver of Notice.  Whenever the law or these  Bylaws  require  notice,  the
     person  entitled to said  notice may waive such  notice in writing,  either
     before or after the time stated therein.
<PAGE>


                                  ARTICLE 13.
                                  MISCELLANEOUS

13.1 Facsimile Signatures.  In addition to the use of facsimile signatures which
     these Bylaws  specifically  authorize,  the Company may use such  facsimile
     signatures of any officer or officers,  agents or agent,  of the Company as
     the Board or a committee of the Board may authorize.

13.2 Corporate  Seal.  The Board may provide for a suitable seal  containing the
     name of the  Company,  of  which  the  Secretary  shall be in  charge.  The
     Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and
     use the seal or duplicates of the seal if and when the Board or a committee
     of the Board so directs.

13.3 Fiscal  Year.  The Board  shall  have the  authority  to fix and change the
     fiscal year of the Company.

                                  ARTICLE 14.
                                   AMENDMENTS

     Subject  to  the   provisions  of  the  Articles  of   Incorporation,   the
Stockholders or the Board may amend or repeal these Bylaws at any meeting.

     The undersigned hereby certifies that the foregoing  constitutes a true and
correct copy of the Bylaws of the Company as adopted by the Directors on the22nd
day of January, 2002.

     Executed as of this 22nd day of January, 2002.



                                          /s/ Hank Vanderkam
                                          Hank Vanderkam, Secretary

</TEXT>
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</SEC-DOCUMENT>
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