SB-2

As filed with the Securities and Exchange Commission on ________________________.
      Registration No. ___________________

==================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- ------------------------
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MEDUSA STYLE CORPORATION
(Name of small business issuer in its charter)

Nevada	5960	N/A
(State or Other Jurisdiction of Organization)	(Primary Standard Industrial Classification Code)	(IRS Employer Identification #)

MEDUSA STYLE CORPORATION 580 Hornby Street Suite 210 Vancouver, British Columbia Canada V6C 3B6 (604) 687-6991	Conrad C. Lysiak, Esq. 601 West First Avenue, Suite 503 Spokane, Washington 99201 (509) 624-1475
(Address and telephone of registrant's executive office)	(Name, address and telephone number of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

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

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

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

If delivery of the prospectus is expected to be made under Rule 434, please check the following box. [   ]

==================================================================================

CALCULATION OF REGISTRATION FEE

Securities to be Registered	Amount To Be Registered	Offering Price Per Share		Aggregate Offering Price		Registration Fee [1]
Common Stock:	4,000,000	$	0.05	$	200,000	$	100.00

[1]   Estimated solely for purposes of calculating the registration fee under Rule 457(c).

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

-2-

Prospectus

MEDUSA STYLE CORPORATION
Shares of Common Stock
2,000,000 minimum - 4,000,000 Maximum

Before this offering, there has been no public market for the common stock.

We are offering up to a total of 4,000,000 shares of common stock on a self underwritten basis, 2,000,000 shares minimum, 4,000,000 shares maximum. The offering price is $0.05 per share. In the event that 2,000,000 shares are not sold within 90 days, at the sole discretion of the company, we may extend the offering for an additional 90 days. In the event that 2,000,000 shares are not sold within the 90 days, or within the additional 90 days if extended, all money received by our escrow agent will be returned to each subscriber without interest or deduction of any kind. If at least 2,000,000 shares are sold within 90 days, or within the additional 90 days, if extended, all money received by our escrow agent will be delivered to us and there will be no refund. Our escrow agent is Signature Stock Transfer Inc.

Our common stock will be sold by our officers and directors.

Investing in our common stock involves risks. See "Risk Factors" starting at page 6.

	Offering Price		Expenses		Proceeds to Us
Per Share - Minimum	$	0.05	$	0.0125	$	0.0375
Per Share - Maximum	$	0.05	$	0.0063	$	0.0437
Minimum	$	100,000	$	25,000	$	75,000
Maximum	$	200,000	$	25,000	$	175,000

The difference between the Aggregate Offering Price and the Proceeds to Us is $25,000. The $25,000 will be paid to unaffiliated third parties for expenses connected with this offering. The $25,000 will be paid from the first proceeds of this offering.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Its illegal to tell you otherwise.

Until _______________, 2003, ninety days after the date of this prospectus, all dealers effecting transactions in our registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.      

The date of this prospectus is ____________________.

-3-

TABLE OF CONTENTS

			Page No.
Summary of Prospectus			5
Risk Factors			6
	Risks associated with Medusa Style Corporation :		6
		Because our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we have to complete this offering to commence operations. If we do not complete this offering, we will not start our operations.	6
		We lack an operating history and have losses which we expect to continue into the future. There is no assurance our operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.	6
		We do not have any clients or customers and we cannot guarantee we ever will have any. Even if we obtain clients and customers, there is no assurance that we will make a profit.	7
		We are solely dependent upon the funds to be raised in this offering to start our business, the proceeds of which may be insufficient to achieve revenues. We may need to obtain additional financing which may not be available.	7
		Because we are small and do not have much capital, we must limit marketing our services to potential customers and suppliers.	7
		Because our officers and directors will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions.	8
		Because our management does not have prior experience in the marketing of products via the Internet, we may have to hire individuals or suspend or cease operations.	8
	Risks associated with this offering:		8
		Because there is no public trading market for our common stock, you may not be able to resell your stock.	8
		Because the SEC imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of the shares to decline.	8
Use of Proceeds			9
Determination of Offering Price			10
Dilution of the Price You Pay for Your Shares			10
Plan of Distribution; Terms of the Offering			13
Business			16
Management's Discussion and Analysis of Financial Condition or Plan of Operation			22
Management			25
Executive Compensation			27
Principal Shareholders			29
Description of Securities			30
Certain Transactions			31
Litigation			31
Experts			31
Legal Matters			32
Financial Statements			32

-4-

SUMMARY OF OUR OFFERING

Our business

We are a start-up stage company. We are developing a website (www.medusastyle.com) that will offer a comprehensive supply of products to the salon industry. These products will be offered at direct-from-manufacturer prices enabling salons to cut costs. In addition to offering a vast array of equipment and products, we will feature industry information that will enhance the operations knowledge of salon owners. We have not generated any revenues and the only operations we have engaged in is the creation of the website and the development of a business plan.

Our administrative office is located at 580 Hornby Street, Suite 210, Vancouver, British Columbia, Canada V6C 3B6, our telephone number is (604) 687-6991 and our registered statutory office is located at 101 Convention Center Dr., #700, Las Vegas, Nevada 89109. Our fiscal year end is August 31.

The offering

Following is a brief summary of this offering:

Securities being offered	Up to 4,000,000 shares of common stock, par value $0.00001.
Offering price per share	$ 0.05
Offering period	The shares are being offered for a period not to exceed 90 days, unless extended by our board of directors for an additional 90 days.
Net proceeds to us	Approximately $175,000 assuming the maximum number of shares are sold.
Use of proceeds	We will use the proceeds to pay for administrative expenses, the implementation of our business plan, and general working capital.
Number of shares outstanding before the offering	5,000,000
Number of shares outstanding after the offering if all of the shares are sold	9,000,000

Selected financial data

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

-5-

	As of August 31, 2002 (Audited)
Balance Sheet Total Assets Total Liabilities Stockholders Deficiency	$ $ $	50 9,810 (9,760)
		Period from August 23, 2002 (date of inception) to August 31, 2002 (Audited)
Income Statement Revenue Total Expenses Net Loss	$ $ $	- 9,810 (9,810)

RISK FACTORS

Please consider the following risk factors before deciding to invest in our common stock.

Risks associated with Medusa Style Corporation:

1.   Because our auditors have issued a going concern opinion and because our officers and directors will not loan any additional money to us, we have to complete this offering to commence operations. If we do not complete this offering, we will not start our operations.

Our auditors have issued a going concern opinion. This means that there is doubt that we can continue as an ongoing business for the next twelve months. Because our officers and directors are unwilling to loan or advance any additional capital to us, except to prepare and file reports with the SEC, we will have to complete this offering in order to commence operations.

2.   We lack an operating history and have losses which we expect to continue into the future. There is no assurance our operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

We were incorporated in August 2002 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $ 9,810 of which $2,000 is for legal fees and $1,000 is for audit fees in connection with this offering. $6,810 is for the preparation of a business plan and initial development of our website. Our ability to achieve and maintain profitability and positive cash flow is dependent upon

*     our ability to locate suppliers who will sell products to our customers
*     our ability to attract customers who will buy products from our website
*     our ability to generate revenues

-6-

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

3.   We have no clients, customers or suppliers and we cannot guarantee we will ever have any. Even if we obtain clients, customers and suppliers, there is no assurance that we will make a profit.

We have no clients, customers or suppliers. We have not identified any clients, customers or suppliers and we cannot guarantee we ever will have any. Even if we obtain clients, customers and suppliers for our services, there is no guarantee that our suppliers will supply us products, or that our clients and customers will use our website to buy our products or services. If we are unable to attract enough suppliers to offer their products for sale or enough customers to buy the products from our website to operate profitably we will have to suspend or cease operations.

4.   We are solely dependent upon the funds to be raised in this offering to start our business, the proceeds of which may be insufficient to achieve revenues. We may need to obtain additional financing which may not be available.

We have not started our business. We need the proceeds from this offering to start our operations. If the minimum of $100,000 is raised, this amount will enable us, after paying the expenses of this offering, to locate and initiate negotiations with various suppliers of salon products to have them offer their products on our website at a pricing level that will enable us to attract a large client base. It will also enable us to conduct surveys to identify suppliers and customers and to complete the website. We may need additional funds to complete further development of our business plan to achieve a sustainable sales level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.

5.   Because we are small and do not have much capital, we must limit marketing our services to potential customers and suppliers. As a result, we may not be able to attract enough customers to operate profitably. If we do not make a profit, we may have to suspend or cease operations.

Because we are small and do not have much capital, we must limit marketing our website to potential customers and suppliers. The sale of products via our website is how we will generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough customers to buy or suppliers to sell products to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

-7-

6.   Because our officers and directors will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting suppliers and customers and result in a lack of revenues which may cause us to cease operations.

Our officers and directors will only be devoting limited time to our operations. Coreena Hansen, our president will be devoting approximately 16 hours a week to our operations. Yin Gertner, a member of the board of directors and our secretary will be devoting approximately 12 hours a week to our operations. Janis Douville, a member of the board of directors will be devoting approximately 8 hours a week to our operations. Because our officers and directors will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to our officers and directors. As a result, operations may be periodically interrupted or suspended.

7.   Because our management does not have prior experience in the marketing of products via the Internet, we may have to hire individuals or suspend or cease operations.

Because our management does not have prior experience in the marketing of products via the Internet, we may have to hire additional experienced personnel to assist us with our operations. If we need the additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely.

Risks associated with this offering:

8.   Because there is no public trading market for our common stock, you may not be able to resell your stock.

There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.

9.   Because the SEC imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of the shares to decline.

Our shares would be classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on brokers/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

-8-

USE OF PROCEEDS

Our offering is being made on a self underwritten basis - with a minimum of $100,000. The table below sets forth the use of proceeds if $100,000 or $200,000 of the offering is sold.

	$100,000		$200,000
Gross proceeds Offering expenses Net proceeds	$ $ $	100,000 25,000 75,000	$ $ $	200,000 25,000 175,000

The net proceeds will be used as follows:

Legal fees
Website development
Database
Marketing and advertising
Establishing an office
Salaries
Working capital  $
$
$
$
$
$
$ 15,000
15,000
10,000
15,000
10,000
- -
10,000 $
$
$
$
$
$
$ 15,000
20,000
20,000
35,000
10,000
55,000
20,000

Total offering expenses are $25,000. Of the $25,000. The amounts to be paid from the proceeds for expenses of the offering are: $15,000 for legal fees; $2,000 for printing our prospectus; $1,500 for accounting/administrative fees; $2,000 for state securities registration fees; $3,000 for our transfer agent; $200 for the escrow fee plus disbursements, $100 for filing fee, and, $1,200 for miscellaneous unforeseen expenses relating to the offering.

To date, we have spent $1,810 towards the development of our website of which $905 will be paid from the proceeds of this offering. We intend to spend up to an additional $15,000 to $20,000 for further development of content creation and links from our website.

We intend to develop and maintain a database of all current salon owners/operators; hairstyling students and apprentices who may become salon owners or purchasing agents to develop a database of potential customers and their specific wants and needs. The estimated cost to develop and maintain the database is $10,000 to $20,000.

Marketing and advertising will be focused on promoting our website to prospective hair salon product manufacturers and salon owners and purchasing agents based on the list of prospects developed from our database and the market survey. The advertising campaign will include the design and printing of various sales material. The cost of developing the campaign is estimated to cost between $15,000 to $35,000.

-9-

We intend to establish an office to maintain the website and database. This will include physical office space, computer equipment, telephones and other assets as required to maintain the operations.

If we raise the maximum amount under this offering, we intend to pay salaries to our officers, or, to outside employees or consultants to assist our officers in managing our business. In addition, we intend to hire one or two sales employees to handle Internet transactions with our customers.

Working capital is the cost related to operating our office. It is comprised of expenses for rent, telephone service, mail, stationary, accounting, acquisition of office equipment and supplies, expenses of filing reports with the SEC, travel, and general working capital.

DETERMINATION OF OFFERING PRICE

The price of the shares we are offering was arbitrarily determined in order for us to raise up to a total of $200,000 in this offering. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. Among the factors considered were:

*     our lack of operating history
*     the proceeds to be raised by the offering
*     the amount of capital to be contributed by purchasers in this offering in proportion to the amount of stock to be              retained by our existing Stockholders, and
*     our relative cash requirements.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

As of August 31, 2002, the net tangible book value of our shares of common stock was a deficit of $9,760 or approximately ($0.0020) per share based upon 5,000,000 shares outstanding.

-10-

If 100% of the shares are sold:

Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 9,000,000 shares to be outstanding will be $165,240, or approximately $0.018 per share. The amount of dilution you will incur will be $0.032 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.020 per share without any additional investment on their part. You will incur an immediate dilution from $0.05 per share to $0.018 per share.   After completion of this offering, if 4,000,000 shares are sold, you will own approximately 44.44% of the total number of shares then outstanding shares for which you will have made a cash investment of $200,000, or $0.05 per share. Our existing stockholder will own approximately 55.56% of the total number of shares then outstanding, for which they have made contributions of cash totaling $50.00, or approximately $0.00001 per share.

If 75% of the shares are sold:

Upon completion of this offering, in the event 75% of the shares are sold, the net tangible book value of the 8,000,000 shares to be outstanding will be $115,240, or approximately $0.014 per share. The amount of dilution you will incur will be $0.036 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.016 per share without any additional investment on their part. You will incur an immediate dilution from $0.05 per share to $0.014 per share.

After completion of this offering, if 3,000,000 shares are sold, you will own approximately 37.5% of the total number of shares then outstanding shares for which you will have made a cash investment of $150,000, or $0.05 per share. Our existing stockholders will own approximately 62.5% of the total number of shares then outstanding, for which they have made contributions of cash totaling $50.00, or approximately $0.00001 per share.

If 50% of the shares are sold:

Upon completion of this offering, in the event 50% of the shares are sold, the net tangible book value of the 7,000,000 shares to be outstanding will be $65,240, or approximately $0.009 per share. The amount of dilution you will incur will be $0.041 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.011 per share without any additional investment on their part. You will incur an immediate dilution from $0.05 per share to $0.009 per share.

After completion of this offering, if 2,000,000 shares are sold, you will own approximately 28.57% of the total number of shares then outstanding shares for which you will have made a cash investment of $100,000, or $0.05 per share. Our existing stockholders will own approximately 71.43% of the total number of shares then outstanding, for which they have made contributions of cash totaling $50.00, or approximately $0.00001 per share.

-11-

The following table compares the differences of your investment in our shares with the investment of our existing stockholders.

Existing stockholders if all of the shares are sold:

Price per share	$	0.00001
Net tangible book value per share before offering	$	(0.00195)
Potential gain to existing shareholders	$	0.02031
Net tangible book value per share after offering	$	0.01836
Increase to present stockholders in net tangible book value per share after offering	$	0.02031
Capital contributions	$	50
Number of shares outstanding before the offering		5,000,000
Number of shares after offering held by existing stockholders		5,000,000
Percentage of ownership after offering		55.56%

Purchasers of shares in this offering if all shares sold

Price per share	$	0.05
Dilution per share	$	0.03164
Capital contributions	$	200,000
Number of shares after offering held by public investors		4,000,000
Percentage of ownership after offering		44.44%

Purchasers of shares in this offering if 75% of shares sold

Price per share	$	0.05
Dilution per share	$	0.03560
Capital contributions	$	150,000
Number of shares after offering held by public investors		3,000,000
Percentage of ownership after offering		37.5%

Purchasers of shares in this offering if 50% of shares sold

Price per share	$	0.05
Dilution per share	$	0.04068
Capital contributions	$	100,000
Number of shares after offering held by public investors		2,000,000
Percentage of ownership after offering		28.57%

-12-

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

We are offering 4,000,000 shares of common stock on a best efforts, 2,000,000 shares minimum, 4,000,000 shares maximum basis. The offering price is $0.05 per share. Funds from this offering will be placed in the escrow account of Signature Stock Transfer, Inc., 14675 Midway Road, Suite #221, Addison, Texas, 75001. Its telephone number is (972) 788-4193. It will hold the funds in an account until it receives a minimum of $100,000 at which time it will deliver those funds to us. Any funds received by our escrow agent thereafter will immediately be paid to us. If we do not receive the minimum amount of $100,000 within 90 days of the effective date of our registration statement, 90 additional days if we so choose, all funds will be returned to you without a deduction of any kind. During the 90 day period and possible additional 90 day period, no funds will be returned to you. You will only receive a refund of your subscription if we do not raise a minimum of $100,000 within the 90 day period referred to above which could be expanded by an additional 90 days at our discretion for a total of 180 days.

We will sell the shares in this offering through our officers and directors. They will receive no commission from the sale of any shares. They will not register as a broker/dealer under Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker/dealer. The conditions are that:

1.   The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,

2.   The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

3.   The person is not at the time of their participation, an associated person of a broker/dealer; and,

4.   The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) do not participate in selling and offering of securities for any issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our officers and directors are not statutorily disqualified, are not being compensated, and are not associated with a broker/dealer. They are and will continue to be one of our officers and directors at the end of the offering and have not been during the last twelve months and are currently not broker/dealers or associated with a broker/dealers. They have not during the last twelve months and will not in the next twelve months offer or sell securities for another corporation.

-13-

Only after our registration statement is declared effective by the SEC, do we intend to advertise, through tombstones, and hold investment meetings in various states where the offering will be registered. We will not utilize the Internet to advertise our offering. We will also distribute the prospectus to potential investors at the meetings and to our friends and relatives who are interested in us and a possible investment in the offering.

We intend to sell our shares in the states of New York, Illinois, Georgia, Wyoming, Colorado, New Jersey, Washington D.C. and/or outside the United States of America.

Section 15(g) of the Exchange Act

Our shares are covered by Section 15g of the Securities Act of 1933, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15g and Rules 15g-1 through 15g-6 apply to broker/dealers, they do not apply to us.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Again, the foregoing rules apply to broker/dealers. They do not apply to us in any manner whatsoever. The application of the penny stock rules may affect your ability to resell your shares.

Offering Period and Expiration Date

This offering will start on the date of this prospectus and continue for a period of up to 180 days.

-14-

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must

1.   execute and deliver a subscription agreement

2.   deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to SST Escrow for Medusa Style Corporation.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

Escrow of Funds

Subscriptions will be escrowed with our escrow agent, Signature Stock Transfer, Inc., until we have received $100,000. Upon receipt of $100,000, Signature Stock Transfer, Inc. will turn all funds over to us when they have received the $100,000. If they do not receive the $100,000 within 180 days of the effective date of this offering, all subscriptions received by them will be promptly returned to each investor without interest or deduction therefrom. Signature Stock Transfer, Inc. will be paid a fee of $100 plus disbursements to act as escrow agent.

-15-

BUSINESS

General

We were incorporated in the State of Nevada on August 23, 2002. We have not started operations. We are developing a website (www.medusastyle.com) that will offer a comprehensive supply of products to the salon industry. We have not generated any revenues and the only operations we have engaged in is the creation of the website and the development of a business plan. We maintain our statutory registered agent's office at 101 Convention Center Dr., #700, Las Vegas, Nevada 89109 and our business office is located at 580 Hornby Street, Suite 210, Vancouver, British Columbia, Canada V6C 3B6. Our telephone number is (604) 687-6991. This is the office of our President, Coreena Hansen. Pursuant to an oral agreement we use a portion of its offices paying $100 rent per month, on a month to month basis once this offering have been completed.

We have no plans to change our business activities or to combine with another business, and we are not aware of any events or circumstances that might cause its plans to change.

We have not begun operations and will not begin operations until we completed this offering. Our plan of operation is prospective and there is no assurance that we will ever begin operations. Our prospects for profitability are not favorable if you consider numerous Internet-based companies have failed to achieve profits with similar plans.

Products

We intend to offer a comprehensive supply of equipment and products to the salon industry on our Internet website. These products will be offered at direct-from-manufacturer prices. In addition to offering a vast array of equipment and products, we will feature industry information that will enhance the operations knowledge of salon owners and enable them to be Aconnected@ in a fragmented industry. A brief list of products we intend to offer is as follows:

Consumables:			Small hair appliances:
	- - - - - - - - - - - - - - - - - - - - -	shampoo conditioners / detanglers hairsprays gels mousse pomades / wax permanent hair dyes semi permanent hair dyes hair straighteners nail products - polish, remover permanent solutions	- - - - - - - - - - - - -	hair dryers curling irons flat irons clippers foil perm rollers velcro rollers

-16-

Website

We have retained Concord Interactive Inc. as our outside technology provider to develop our website. Concord will provide the following services and products for the website: disk space, bandwidth, 155 mbit backbone, pop mailboxes, e-mail forwarding, e-mailing aliasing, auto responder, front page support, unlimited FTP access, java chat, hotmetal/miva script, shopping cart, secure transactions signio support, cybercash support and macromedia flash. The foregoing will allow us to make retail sales of salon products, promote our products in an attractive fashion, and communicate with our customers on-line.

The website is intended to be a destination site for the beauty supply industry. We intend to source out a large network of suppliers all related to the hair/beauty/anti-aging business so that salon owners and purchasing agents would be able to buy all of their products from our website. The site will offer a large array of products and by becoming a "one-stop shopping" destination will significantly enhance the efficiency of the purchasing process simultaneously reducing the time and cost of finding reasonably priced salon products and supplies. We intend to continually source out and negotiate strategic relationships with individual suppliers and manufacturers to offer their products on our website. We intend to negotiate discounted pricing from the manufacturers in exchange for offering them access to the extensive database of salon owners and purchasing agents that we intend to develop and maintain through our extensive marketing program.

We also believe that the lack of financial security on the Internet is hindering economic activity thereon. To ensure the security of transactions occurring over the Internet, U.S. federal regulations require that any computer software used within the United States contain a 128-bit encoding encryption, while any computer software exported to a foreign country contain a 40-bit encoding encryption. There is uncertainty as to whether the 128-bit encoding encryption required by the U.S. is sufficient security for transactions occurring over the Internet. Accordingly, there is a danger that any financial (credit card) transaction via the Internet will not be a secure transaction. Accordingly, risks such as the loss of data or loss of service on the Internet from technical failure or criminal acts are now being considered in the system specifications and in the security precautions in the development of the website. There is no assurance that such security precautions will be successful.

Other than investigating potential technologies in support of our business purpose, We have had no material business operations since inception in August 2002. At present, we have yet to acquire or develop the necessary technology assets in support of our business purpose to become a Internet-based retailer focused on the distribution of salon products.

The Internet is a world-wide medium of interconnected electronic and/or computer networks. Individuals and companies have recently recognized that the communication capabilities of the Internet provide a medium for not only the promotion and communication of ideas and concepts, but also for the presentation and sale of information, goods and services.

-17-

Convenient Shopping Experience.

Our online store will provide customers with an easy-to-use Web site. The website will be available 24 hours a day, seven days a week and will be reached from the shopper's home or office. Our online store will enable us to deliver a broad selection of products to customers in rural or other locations that do not have convenient access to physical stores. We also intends to make the shopping experience convenient by categorizing our products into easy-to-shop departments. These include Hair Care Products; Hair Color Products and Nail Products.

Customer Service.

We intend to provide a customer service department via email where consumers can resolve order and product questions. Furthermore, we will insure consumer satisfaction by offering a money back guarantee.

Online Retail Store

We intend to design our Internet store to be a place for individual consumers to purchase salon products.

Shopping at our Online Store

Our online store will be located at www.medusastyle.com We believe that the sale of salon products on the Internet can offer attractive benefits to consumers. These include enhanced selection, convenience, quality, ease-of-use, depth of content and information, and competitive pricing. Key features of our online store will include:

Browsing

Our online store will offer consumers several subject areas and special features arranged in a simple, easy-to-use format intended to enhance product selection. By clicking on a category names, the consumer will move directly to the home page of the desired category and can view promotions and featured products.

Selecting a Product and Checking Out

To purchase products, consumers will simply click on the "add to cart" button to add products to their virtual shopping cart. Consumers will be able to add and subtract products from their shopping cart as they browse around our online store prior to making a final purchase decision, just as in a physical store. To execute orders, consumers click on the "checkout" button and, depending upon whether the consumer has previously shopped at our online store, are prompted to supply shipping details online. We will also offer consumers a variety of wrapping and shipping options during the checkout process. Prior to finalizing an order by clicking the "submit" button, consumers will be shown their total charges along with the various options chosen at which point consumers still have the ability to change their order or cancel it entirely.

-18-

Paying

To pay for orders, a consumer must use a credit card, which is authorized during the checkout process. Charges are assessed against the card when the order is placed. Our online store will use a security technology that works with the most common Internet browsers and makes it virtually impossible for unauthorized parties to read information sent by our consumers.

We offer our customers a full refund for any reason if the customer returns the purchased item within thirty days from the date of sale in the same condition it was sold to the customer. After thirty days, we will not refund any money to a customer.

Source of Products

We intend to purchase salon products directly from the manufacturer/supplier based upon orders we have already received from customers. A portion of the purchase price, between 40% and 70%, depending on the prices we negotiate with the manufacturer, is used to acquire the product from the manufacturer, such as Revlon. Mark-ups on new products range from 15% to 200%. The product will be shipped directly from the manufacturer to the customer, thereby eliminating the need for storage space or packaging facilities.

We intend to source out and negotiate with large industry leaders such as Wella and Redken among others to offer their products for sale on our website either directly or via a direct link to their websites. In addition, we intend to locate and negotiate relationships with smaller, new manufacturers to offer their products on a more exclusive basis.

Revenue

We intend to generate revenue from four sources on the website:

1. Revenues will be generated from the direct sale of products to customers. We would order products on behalf of our customers directly from our suppliers at the time of the order being received from a customer and the products would be shipped directly to the customer. That way we avoid having to carry any inventory that can be costly and become obsolete. We would earn revenue based on the difference between our negotiated price for the product with our suppliers and the price that the customer pays;
2. Revenues will be generated by fees received for sales that originate from our website and are linked to those manufacturers that we will negotiate relationships with. Our customers would link to the manufacturer's website directly from our site and we would be paid a fee for directing the traffic that result in sales;
3. We plan to offer banner advertising on our website for new manufacturers hoping to launch new products;
4. Finally, we plan to earn revenues for special promotions to enable manufacturers to launch new products - we would sell "premium shelf space" on our website.

-19-

We intend to develop and maintain a database of all current salon owners, students and apprentices who may become salon owners or purchasing agents listing their specific wants and needs.

We intend to develop and launch an advertising campaign to introduce our website to potential customers.

Competition

The electronic commerce market is intensely competitive. The market for information resources is more mature but also intensely competitive. We expect competition to continue to intensify in the future. Competitors include companies with substantial customer bases in the computer and other technical fields. There can be no assurance that we can maintain a competitive position against current or future competitors, particularly those with greater financial, marketing, service, support, technical and other resources. Our failure to maintain a competitive position within the market could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we will be able to compete successfully against current and future competitors, and competitive pressures faced by us may have a material adverse effect on our business, financial condition and results of operations.

Salonhair.net offer the same services as us. Upon initiating our website operations, we will be competing with the foregoing, in addition to non-Internet cosmetic and beauty product sales.

The beauty supply industry is fragmented and regionalized. Our competitive position within the industry is negligible in light of the fact that we have not started our operations. Older, well established cosmetic distributors with records of success will attract qualified clients away from us. Since we have not started operations, we cannot compete with them on the basis of reputation. We do expect to compete with them on the basis of price and services. We intend to be able to attract and retain customers by offering a breadth of product selection through our relationships with major manufacturers and on the cutting edge newcomers to the industry. We will offer attractive, competitive pricing and will be responsive to all our customers' needs. We intend to offer the manufacturers access to our extensive database of salon owners, apprentices and purchasing agents that we will develop through our extensive marketing and advertising campaign.

Marketing

We intend to market our website in the United States and in Canada through traditional sources such as trade magazines, conventions and conferences, newspapers advertising, billboards, telephone directories and flyers / mailers. We intend to target purchasers of salon products such as salon owners, operators and purchasing agents. We may utilize inbound links that connect directly to our website from other sites. Potential customers can simply click on these links to become connected to our website from search engines and community and affinity sites.

-20-

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us which could cause us to cease operations.

Employees; Identification of Certain Significant Employees.

We are a development stage company and currently have no employees, other than our officers and directors. We intend to hire additional employees on an as needed basis.

Offices

Our offices are located at 580 Hornby Street, Suite 210, Vancouver, British Columbia, Canada V6C 3B6. Our telephone number is (604) 687-6991. This is an office leased to our president, Coreena Hansen. Ms. Hansen allows us to use approximately 225 square feet of the office for our operations. Pursuant to an oral agreement with Ms. Hansen, we pay $100 per month in rent once this offering have been completed.

Government Regulation

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce. However, the Internet is increasingly popular. As a result, it is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Furthermore, the growth of electronic commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties. We will not provide personal information regarding our users to third parties. However, the adoption of such consumer protection laws could create uncertainty in Web usage and reduce the demand for our products.

We not certain how business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market place. Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs.

-21-

In addition, because our products are available over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in each such state or foreign country. We are qualified to do business only in Nevada. Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties. It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up stage corporation and have not started operations or generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website, source out suppliers for products to sell and source out customers to buy our products. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations. Even if we raise the maximum amount of money in this offering, we do not know how long the money will last, however, we do believe it will last twelve months. We will not begin operations until we raise money from this offering.

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to begin operations but we cannot guarantee that once we begin operations we will stay in business after operations have commenced. If we are unable to secure enough suppliers to provide us with products at suitably low pricing or enough customers willing to buy the products at higher than the price we have negotiated with our suppliers, we may quickly use up the proceeds from the minimum amount of money from this offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations.

-22-

At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we raise the minimum amount of money from this offering, it will last a year but with limited funds available to develop growth strategy. If we raise the maximum amount, we believe the money will last a year and also provide funds for growth strategy. If we raise less than the maximum amount and we need more money we will have to revert to obtaining additional money as described in this paragraph. Other than as described in this paragraph, we have no other financing plans.

Plan of Operation

Upon completion of our public offering, our specific goal is to profitably sell a comprehensive supply of products on our Internet website to the salon industry. We intend to accomplish the foregoing by the following steps.

1.   Complete our public offering. We believe that we will raise sufficient capital to begin our operations. We believe this could take up to 180 days. We will not begin operations until we have closed this offering. We intend to concentrate all of our efforts on raising as much capital as we can during this period.

2.   After completing the offering, we will immediately begin to establish our office and acquire the equipment we need to begin operations. Establishing our offices will take approximately a week. We have allocated $10,000 for the initial setup of the office. We do not intend to hire employees. Our officers and directors will handle our administrative duties. A detailed breakdown of the cost of operating our office is set forth in the Use of Proceeds section of this prospectus.

3.   We plan to have Concord Interactive Inc. complete the initial development of our website - the process of developing the website will be an ongoing effort. We expect to spend an additional $15,000 to $20,000 towards creating more graphics and links from our site. We also intend to begin sourcing out suppliers to offer their products for sale on our website and/or to provide a direct link from our site to theirs. We intend to locate and negotiate with large industry leaders such as Wella and Redken among others, to offer the best products and pricing on our website. We also intend to locate smaller, new manufacturers to offer their products on a more exclusive basis. In addition to offering an ever-changing and continually growing array of products for sale, the website will also feature industry information that will enhance the operations knowledge of salon owners and operators. We will also source out and identify salon owners, operators and purchasing agents who may become potential b uyers of products from our website. The process of sourcing suppliers and customers may consist of telephone surveys and may contain questions which would determine the marketing approach and acceptability of specific products. It will also involve research into existing databases available via the Internet to target and extract the applicable names and contacts to create our own customized database. We intend to look into the databases of salon schools, hairdressing associates, trade magazines as well as telephone directories. The cost to source and analyze all of the material to identify suitable candidates to develop and maintain the database is estimated to cost up to $20,000 and could take up to 4 months.

-23-

4.   Marketing and advertising will be focused on promoting our website to prospective product manufacturers and salon owners/operators and purchasing agents based on the list of prospects developed from our database and market survey. The advertising campaign may also include the design and printing of various sales material. We intend to market our website through traditional sources such as advertising in trade magazines, fashion magazines, women's magazines, attending conferences and conventions within the beauty/health arena, newspaper advertising, billboards, telephone directories and preparing and sending out flyers and mailers both through the regular mail and via email. Advertising and promotion will be an ongoing effort but the initial cost of developing the campaign is estimated to cost between $15,000 to $35,000.

5.   Once the website is fully functional and we have located and negotiated agreements with a suitable number of suppliers to offer their products for sale, we intend to hire 1 or 2 part-time salesperson(s) to call on salon owners/operators and purchasing agents to introduce them to our website. The salesperson(s) will also call on various hair salon product manufacturers to continue to source new products to offer for sale.

We anticipate that we will generate revenues as soon as we are able to offer products for sale on our website. This will happen once we negotiated agreements with 1 or 2 large manufacturers to offer their products for sale on our website or to enable us to provide a direct link from our website to theirs with a pre-arranged fee structure in place. We expect to be profitable within 12 months of completion of our offering.

We will not be conducting any research. We are not going to buy or sell any plant or significant equipment during the next twelve months.

If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

To become profitable and competitive, we have to locate and negotiate agreements with manufacturers to offer their products for sale to us at pricing that will enable us to establish and sell the products to our clientele. We are seeking equity financing to provide for the capital required to implement our operations.

-24-

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of operations

From Inception on August 23, 2002 to August 31, 2002

During the period we incorporated the company, hired the attorney, and hired the auditor for the preparation of this Registration Statement. We contracted Concord Business Development to assist in the preparation of a business plan. We contracted Concord Interactive Inc. to create an Internet website with the domain name "medusastyle.com". Our loss since inception is $9,810 of which $2,000 is for legal fees and $1,000 is for audit fees in connection with this offering. $6,810 is for the preparation of the business plan and initial development of the website. We have not started our proposed business operations and will not do so until we have completed this offering. We expect to begin operations thirty days after we complete this offering.

Since inception, we sold 5,000,000 shares of common stock to our officers and directors for $50.

Liquidity and capital resources

As of the date of this registration statement, we have yet to generate any revenues from our business operations.

We issued 5,000,000 shares of common stock through a Section 4(2) offering in August 2002. This was accounted for as a sale of common stock.

As of August 31, 2002, our total assets were $50 in cash and our total liabilities were $9,810 comprising of $3,405 owing to Coreena Hansen, our president and director for payments made for the contracting for the business plan and initial website development; $2,000 owing to Conrad Lysiak, our attorney for the incorporation of our company, $1,000 to Hoogendoorn & Company, our auditors for audit fee in connection with this offering, and $3,405 as the balances due for the business plan and initial website development.

MANAGEMENT

Officers and Directors

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

-25-

The name, address, age and position of our present officers and directors are set forth below:

Name and Address	Age	Position(s)
Coreena L. Hansen #29 - 355 Duthie Avenue Burnaby, British Columbia Canada V5A 2P3	28	president , treasurer, chief financial officer, and a member of the board of directors
Yin S. Gertner 8388 Ash Street Vancouver, British Columbia Canada V6P 6L2	42	secretary and a member of the board of directors
Janice D. Douville 3902 42nd Street Leduc, Alberta Canada	52	member of the board of directors

The persons named above have held their offices/positions since inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders.

Background of officers and directors

Since August 23, 2002, Coreena L. Hansen has been our president, treasurer, chief financial officer and a member of our board of directors. Ms. Hansen has been involved in the corporate and financial management industry for over six years. She has considerable public company experience in the areas of corporate compliance, securities regulatory filings and related legal and accounting requirements. She is currently the Corporate Administration Manager at Wood & Associates, a firm providing management for several public companies. She is the corporate secretary of FAR Group Inc. (trading symbol- FGRI.), a public company trading on the OTC-BB. She was a former corporate secretary of Blue Lagoon Ventures (BLG), trading on the TSX Venture Exchange and Health Anti-Aging Lifestyle Options Inc. (HLOI) trading on the OTC-BB.

Since August 23, 2002, Yin S. Gertner has been our secretary and a member of our board of directors. Ms. Gertner brings over ten years experience in the hair salon and esthetics business. She was owner of GMS Enterprises and Tov & Co. Enterprises in Vancouver, British Columbia, Canada from 1979 to 1989. She designed and supervised the construction of both salons. She managed all aspects of the operations by setting accounting and office procedures, maintaining inventory as well as managing the day to day operations. From 1989 to July 2001 she worked in the Ministry of the Attorney-General of the Province of British Columbia initially as an Executive Administrator and later as a Corporate Trainer providing computer training for support staff and Crown Counsel. From 1994 to current she has maintained a position as a consultant to CEHO Designs Ltd. a company involved in the design and production of active wear. She assists with designing market strategies, developing company policies and providing services to clientele.

Since August 23, 2002, Janice D. Douville has been a member of our board of directors. Ms. Douville graduated from Success Business College in 1969. From there she completed Pollocks Cosmetology School and was initially employed by Marie's House of Beauty in Winnipeg, Manitoba, Canada for several years. In 1994, after Ms. Douville relocated to Alberta, Canada, she opened and managed a retail outlet, Cavendish House Collectibles, a handmade craft and collectibles shop for several years. From 1998 she has maintained a hairstyling business servicing a number of select customers on a personal one-to-one basis.

-26-

Conflicts of Interest

The only conflict that we foresee are that our officers and directors devote time to projects that do not involve us.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us from inception on August 23, 2002 through August 31, 2002, for each or our officers and directors. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

SUMMARY COMPENSATION TABLE

						Long-Term Compensation
		Annual Compensation				Awards	Payouts
Names Executive Officer and Principal Position	Year Ended	Salary (US$)	Bonus (US$)	Other Annual Compen- sation (US$)	Under Options/ SARs Granted (#)	Securities Restricted Shares or Restricted Share/Units (US$)	LTIP Payouts (US$)	Other Annual Compen- sation (US$)
Coreena L. Hansen President, Treasurer, Director	2002 2001 2000	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0
Yin S. Gertner Secretary, Director	2002 2001 2000	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0
Janice D. Douville Director	2002 2001 2000	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0	0 0 0

-27-

We have no employment agreements with any of our officers. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.

The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.

There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Compensation of Directors

Our directors do not receive any compensation for serving as members of the board of directors.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

-28-

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering . The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Name and Address Beneficial Owner [1]	Number of Shares Before the Offering	Percentage of Ownership Before the Offering	Number of Shares After Offering Assuming all of the Shares are Sold	Percentage of Ownership After the Offering Assuming all of the Shares are Sold
Coreena L. Hansen #29 - 355 Duthie Avenue Burnaby, British Columbia Canada V5A 2P3	3,000,000	60.00%	3,000,000	33.34%
Yin S. Gertner 8388 Ash Street Vancouver, British Columbia Canada V6P 6L2	1,000,000	20.00%	1,000,000	11.11%
Janice D. Douville 3902 42nd Street Leduc, Alberta Canada	1,000,000	20.00%	1,000,000	11.11%

[1]   The persons named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his/its direct and indirect stock holdings. Ms. Hansen, Gertner and Douville are the only "promoters" of our company.

Future sales by existing stockholders

A total of 5,000,000 shares of common stock were issued to our officers and directors, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition.

-29-

Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There are three holders of record for our common stock. The record holders are our officers and directors who collectively own 5,000,000 restricted shares of our common stock.

DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.00001 per share. The holders of our common stock:

*     have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;

*     are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

*     do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

*     are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, assuming the sale of all of the shares of common stock, present stockholders will own approximately 55.56% of our outstanding shares.

-30-

Cash dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Anti-takeover provisions

There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.

Reports

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

Stock transfer agent

Our stock transfer agent for our securities is Signature Stock Transfer, Inc. and its telephone number is 972-788-4193.

CERTAIN TRANSACTIONS

In August 2002, we issued a total of 5,000,000 shares of restricted common stock to Coreena L. Hansen, Yin S. Gertner, and Janice D. Douville our officers and directors in consideration of $50.

LITIGATION

We are not a party to any pending litigation and none is contemplated or threatened.

EXPERTS

Our financial statements for the period from inception to August 31, 2002, included in this prospectus have been audited by Hoogendoorn & Co., 455 Granville Street, Suite 406, Vancouver, British Columbia, Canada, V6C 1T1, as set forth in their report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing.

-31-

LEGAL MATTERS

Conrad C. Lysiak, Attorney at Law, 601 West First Avenue, Suite 503, Spokane, Washington 99201, telephone (509) 624-1475 has acted as our legal counsel.

FINANCIAL STATEMENTS

Our fiscal year end is August 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by a firm of Chartered Accountants.

Our financial statements from inception to August 31, 2002 (audited), immediately follow:

INDEPENDENT AUDITOR'S REPORT	F-1
FINANCIAL STATEMENTS Balance Sheet Statement of Operations Statement of Stockholders' Deficiency Statement of Cash Flows	F-2 F-3 F-4 F-5
NOTES TO THE FINANCIAL STATEMENTS	F-6

-32-

INDEPENDENT AUDITORS' REPORT

To the Directors
Medusa Style Corporation

We have audited the accompanying balance sheet of Medusa Style Corporation (a development stage company) as at August 31, 2002 and the related statements of operations, stockholders' deficiency and cash flows for the nine day period from inception on August 23, 2002 to August 31, 2002. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance 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 Medusa Style Corporation (a development stage company) at August 31, 2002 and the results of its operations and its cash flows for the nine day period from inception on August 23, 2002 to August 31, 2002 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's business is in the development stage and no revenues have been generated to date. At August 31, 2002 the Company has nominal cash and requires new financing to continue the development of its business. These factors together raise substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada                 /s/ Hoogendoorn & Company
September 30, 2002                 Chartered Accountants

F-1

-33-

MEDUSA STYLE CORPORATION
(A Development Stage Company)
Balance Sheet

		August 31, 2002
ASSETS
		$
Current
	Cash	50
Total Assets		50
LIABILITIES
Current
	Accounts payable and accrued liabilities	6,405
	Advances from related party	3,405
Total Liabilities		9,810
STOCKHOLDERS' DEFICIENCY
Common Stock
	Authorized: 100,000,000 shares, $0.00001 par value Issued and outstanding: 5,000,000 shares	50
Deficit Accumulated During the Development Stage		(9,810)
		(9,760)
Total Liabilities and Stockholders' Deficiency		50

See accompanying Notes to the Financial Statements.

F-2

-34-

MEDUSA STYLE CORPORATION
(A Development Stage Company)
Statement of Operations

		Period From August 23, 2002 to August 31, 2002	Cumulative for the development stage
		$	$
Revenue		-	-
General and Administrative Expenses
	Legal fees	2,000	2,000
	Business development	6,810	6,810
	Audit	1,000	1,000
		9,810	9,810
Net Loss		(9,810)	(9,810)
Basic Loss Per Share		0.00
Weighted Average Number of Shares   Outstanding		5,000,000

See accompanying Notes to the Financial Statements.

F-3

-35-

MEDUSA STYLE CORPORATION
(A Development Stage Company)
Statement of Stockholders' Deficiency

From Inception on August 23, 2002 to August 31, 2002

	Common Stock		Deficit Accumulated During the Development Stage	Total Stockholders' Deficiency
	Shares	Amount
		$	$	$
Balance, August 23, 2002	-	-	-	-
Common stock issued for cash	5,000,000	50	-	50
Net loss for the period	-	-	(9,810)	(9,810)
Balance, August 31, 2002	5,000,000	50	(9,810)	(9,760)

See accompanying Notes to the Financial Statements.

F-4

-36-

MEDUSA STYLE CORPORATION
(A Development Stage Company)
Statement of Cash Flows

		Period from August 23, 2002 to August 31, 2002	Cumulative For the Development Stage
Cash provided by (used in)
		$	$
Operating Activities
Loss from operations		(9,810)	(9,810)
Cash provided by changes in operating   assets and liabilities
	Accounts payable and accrued liabilities	6,405	6,405
	Advances from related party	3,405	3,405
Net cash provided by (used in) operating activities		-	-
Financing Activities
	Common stock issued for cash	50	50
		50	50
Increase in cash		50	50
Cash at beginning of period		-	-
Cash at end of period		50	50

See accompanying Notes to the Financial Statements.

F-5

-37-

MEDUSA STYLE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements

NOTE 1     ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF FINANCIAL STATEMENT                           PRESENTATION

The Company was incorporated in the State of Nevada on August 23, 2002. It is in the development stage with respect to its business of distributing products to the professional salon industry through the internet.

The Company has nominal cash on hand and will be dependant upon raising capital through the sale of its common stock to maintain its existence and finance operating losses for the foreseeable future. To date the company has not generated any revenue. Management intends to offer for sale additional common stock, however there can be no assurance it will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

The Company has elected an August 31 fiscal year end. The accompanying financial statements cover the initial short fiscal year from inception of the company to August 31, 2002.

NOTE 2     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Financial instruments and financial risk

The Company's financial instruments consist of cash, accounts payable and accrued liabilities and advances from related party. The fair value of the current assets and liabilities approximate their carrying amounts due to the short-term nature of these instruments.

Loss per share

Basic loss per common share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

See accompanying Notes to the Financial Statements.

F-6

-38-

MEDUSA STYLE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements

Income Taxes

The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, all expected future events other than enactment of changes in the tax laws or rates are considered.

Due to the uncertainty regarding the Company's future profitability, the future tax benefits of its losses have been fully reserved for and no net tax benefit has been recorded in the financial statements.

Advertising costs

Advertising costs are charged to operations in the period incurred. In the current period, advertising expenses totaled $1,810.

NOTE 3     COMMON STOCK

The Company has issued 5,000,000 shares for cash consideration of $50.

There are no shares subject to warrants, agreements or options at August 31, 2002.

See accompanying Notes to the Financial Statements.

F-7

-39-

MEDUSA STYLE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements

NOTE 4     RELATED PARTY TRANSACTIONS

A stockholder is owed $3,405 at August 31, 2002 for expenses paid on behalf of the Company.

NOTE 5   INCOME TAXES

No provision for income taxes has been made for the periods presented as the Company has incurred net losses.

The potential benefit of the net operating losses carried forward have not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The components of the net deferred tax asset, the statutory tax rate, the effective tax rate, and the elected amount of the valuation allowance are as follows:

	Period from August 23, 2002 to August 31, 2002	Cumulative for the Development Stage
	$	$
Net operating loss carried forward (expiring 2020)	9,810	9,810
Statutory tax rate	15%
Effective tax rate	-
Total deferred tax assets	1,471	1,471
Less: valuation allowance	(1,471)	(1,471)
Net deferred tax assets	-	-

See accompanying Notes to the Financial Statements.

F-8

-40-

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner

against any liability which he may incur in his capacity as such, is as follows:

1.   Article XII of the Articles of Incorporation of the company, filed as Exhibit 3.1 to the Registration Statement.

2.   Article X of the Bylaws of the company, filed as Exhibit 3.2 to the Registration Statement.

3.   Nevada Revised Statutes, Chapter 78.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:

SEC Registration Fee	$	100
Printing Expenses		2,000
Accounting/administrative Fees and Expenses		1,500
Blue Sky Fees/Expenses		2,000
Legal Fees/ Expenses		15,000
Escrow fees/Expenses		200
Transfer Agent Fees		3,000
Miscellaneous Expenses		1,200
TOTAL	$	25,000

-41-

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

Since inception, the Registrant has sold the following securities which were not registered under the Securities Act of 1933, as amended.

Name and Address	Date	Shares	Consideration
Coreena L. Hansen #29 - 355 Duthie Avenue Burnaby, British Columbia Canada V5A 2P3	August 23, 2002	3,000,000	$	30
Yin S. Gertner 8388 Ash Street Vancouver, British Columbia Canada V6P 6L2	August 23, 2002	1,000,000	$	10
Janice D. Douville 3902 42nd Street Leduc, Alberta Canada	August 23, 2002	1,000,000	$	10

We issued the foregoing restricted shares of common stock to our officers and directors pursuant to Section 4(2) of the Securities Act of 1933. They are sophisticated investors, are officers and directors of the company, and were in possession of all material information relating to the company. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.

ITEM 27. EXHIBITS.

The following Exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation S-B. All Exhibits have not been previously filed unless otherwise noted.

Exhibit No.	Document Description
3.1	Articles of Incorporation.
3.2	Bylaws.
4.1	Specimen Stock Certificate.
5.1	Opinion of Conrad C. Lysiak, Esq. regarding the legality of the Securities being registered.
23.1	Consent of Hoogendoorn & Co., Chartered Accountants.
23.2	Consent of Conrad C. Lysiak, Esq.
99.1	Escrow Agreement
99.2	Subscription Agreement.

* previously filed

-42-

ITEM 28. UNDERTAKINGS.

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

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

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

b. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

c. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any change to such information in the registration statement.

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

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

-43-

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form SB-2 Registration Statement and has duly caused this amendment to the Form SB-2 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, on this 22nd day of October, 2002.

MEDUSA STYLE CORPORATION
BY:	/s/ Coreena L. Hansen Coreena L. Hansen, President and Principal Accounting Officer

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Coreena L. Hansen, as true and lawful attorney-in-fact and agent, with full power of substitution, for her and in her name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this amendment to the Form SB-2 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Coreena L. Hansen Coreena L. Hansen	President, Principal Executive Officer, Treasurer, Chief Financial Officer, Principal Accounting Officer, and a member of the Board of Directors	October 22, 2002
/s/ Yin S. Gertner Yin S. Gertner	Secretary and a member of the Board of Directors.	October 22, 2002
/s/ Janice D. Douville Janice D. Douville	member of the Board of Directors	October 22, 2002

-44-

EX-3 3 exh31.htm ARTICLES OF INCORPORATION.

EXHIBIT 3.1

ARTICLES OF INCORPORATION

OF

MEDUSA STYLE CORPORATION

* * * * *

FIRST

The name of the corporation is Medusa Style Corporation.

SECOND

Its principal office in the state of Nevada is located at 101 Convention Center Dr. #700, Las Vegas, Nevada 89109. The name and address of its resident agent is Nevada Corporate Headquarters, Inc., 101 Convention Center Dr. #700, Las Vegas, Nevada 89109.

THIRD

The purpose or purposes for which the corporation is organized:

To engage in and carry on any lawful business activity or trade, and any activities necessary, convenient, or desirable to accomplish such purposes, not forbidden by law or by these articles of incorporation.

FOURTH

The amount of the total authorized capital stock of the corporation is One Thousand Dollars ($1,000.00) consisting of One Hundred Million (100,000,000) shares of common stock of the par value of $0.00001 each.

FIFTH

The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation.

There are three initial members of the Board of Directors and their names and addresses are:

NAME	POST-OFFICE ADDRESS
Coreena L. Hansen	#29 - 355 Duthie Avenue Burnaby, British Columbia Canada V5A 2P3
Yin S. Gertner	8388 Ash Street Vancouver, British Columbia Canada V6P 6L2
Janice D. Douville	3902 42nd Street Leduc, Alberta Canada

The number of members of the Board of Directors shall not be less than one nor more than thirteen.

SIXTH

The capital stock, after the amount of the subscription price, or par value, has been paid in shall not be subject to assessment to pay the debts of the corporation.

SEVENTH

The name and addresses of each of the incorporators signing the Articles of Incorporation are as follows:

NAME	POST-OFFICE ADDRESS
Conrad C. Lysiak	601 West First Avenue Suite 503 Spokane, Washington 99201

EIGHTH

The corporation is to have perpetual existence.

NINTH

In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

Subject to the bylaws, if any, adopted by the stockholders, to make, alter or amend the bylaws of the corporation.

- 2 -

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

By resolution passed by a majority of the whole board, to designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in the resolution or in the bylaws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders' meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the corporation.

TENTH

Meeting of stockholders may be held outside the State of Nevada, if the bylaws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

ELEVENTH

This corporation reserves the right to amend alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

TWELFTH

The corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Nevada.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 21^st day of August 2002.

/s/ Conrad C. Lysiak
CONRAD C. LYSIAK

- 3 -

STATE OF WASHINGTON   )
                                                 )
COUNTY OF SPOKANE       )

On this 21^st day of August 2002 before me, a Notary Public, personally appeared CONRAD C. LYSIAK, who severally acknowledged that he executed the above instrument.

/s/ Judy Terese Lysiak
Notary Public,
residing in the State of Washington, residing in Spokane.

My Commission Expires:
October 9, 2002

- 4 -

EX-3 4 exh32.htm BYLAWS.

EXHIBIT 3.2

BYLAWS

of

MEDUSA STYLE CORPORATION.

SECTION 1. OFFICES

The principal office of the Corporation shall be the address of the registered office of the Corporation as so designated in the office of the Secretary of the State of Nevada, or such other address as the Board of Directors ("Board") may from time to time determine. The Corporation may have such other offices within or without the State of Nevada as the Board may designate or as the business of the Corporation may require. The Directors shall from time to time appoint a Registered Agent for the Corporation within the State of Nevada.

SECTION 2. SHAREHOLDERS

2.1 Annual Meeting

The annual meeting of the shareholders to elect Directors and transact such other business as may properly come before the meeting shall be held on a date not more than 180 days after the end of the Corporation's fiscal year, such date and time to be determined by the Board.

2.2 Special Meetings

Special meetings of the shareholders of the Corporation for any purpose may be called at any time by the Board or, if the Directors in office constitute fewer than a quorum of the Board, by the affirmative vote of a majority of all the Directors in office, but such special meetings may not be called by any other person or persons.

2.3 Meetings by Communications Equipment

Shareholders may participate in any meeting of the shareholders by any means of communication by which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

2.4 Date, Time and Place of Meeting

Except as otherwise provide in these Bylaws, all meetings of shareholders, including those held pursuant to demand by shareholders, shall be held on such date and at such time and place designated by or at the direction of the Board.

2.5 Notice of Meeting

Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by or at the direction of the Board, the Chairman of the Board, the President or the Secretary to each shareholder entitled to notice of or to vote at the meeting not less than 10 nor more than 60 days before the meeting, except that notice of a meeting to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, the sale, lease, exchange or other disposition of all or substantially all of the Corporation's assets other than in the regular course of business or the dissolution of the Corporation shall be given not less than 20 or more than 60 days before such meeting. If an annual or special shareholders' meeting is adjourned to a different date, time or place, no notice of the new date, time or place is required if they are announced at the meeting before adjournment. If a new record da te for the adjourned meeting is or must be fixed, notice of the adjourned meeting must be given to shareholders entitled to notice of or to vote as of the new record date.

Such notice may be transmitted by mail, private carrier, personal delivery, telegraph, teletype or communications equipment that transmits a facsimile of the notice. If those forms of written notice are impractical in the view of the Board, the Chairman of the Board, the President or the Secretary, written notice may be transmitted by an advertisement in a newspaper of general circulation in the area of the Corporation's principal office. If such notice is mailed, it shall be deemed effective when deposited in the official government mail, first-class postage prepaid, properly addressed to the shareholder at such shareholder's address as it appears in the Corporation's current record of shareholders. Notice given in any other manner shall be deemed effective when dispatched to the shareholder's address, telephone number or other number appearing on the records of the Corporation. Any notice given by publication as herein provided shall be deemed effective five days after first publicat ion.

2.6 Waiver of Notice

Whenever any notice is required to be given by a shareholder under the provisions of these Bylaws, the Articles of Incorporation or the Nevada Revised Statutes, a waiver of notice in writing, signed by the person or persons entitled to such notice and delivered to the Corporation, whether before or after the date and time of the meeting or before or after the action to be taken by consent is effective, shall be deemed equivalent to the giving of such notice. Further, notice of the time, place and purpose of any meeting will be deemed to be waived by any shareholder by attendance in person or by proxy, unless such shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

-2-

2.7 Fixing of Record Date for Determining Shareholders

For the purpose of determining shareholders entitled (a) to notice of or to vote at any meeting of shareholders or any adjournment thereof, (b) to demand a special meeting, or (c) to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board may fix a future date as the record date for any such determination. Such record date shall be not more than 70 days, and, in case of a meeting of shareholders, not less than 10 days, prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote a meeting, the record date shall be the day immediately preceding the date on which notice of the meeting is first given to shareholders. Such a determination shall apply to any adjournment of the meeting unless the Board fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date is set for the determination of shareholders entitled to receive payment of any stock, dividend or distribution (other than one involving a purchase, redemption or other acquisition of the Corporation's shares), the record date shall be the date the Board authorizes the stock dividend or distribution.

2.8 Voting Record

At least 10 days before each meeting of shareholders, an alphabetical list of the shareholders entitled to notice of such meeting shall be made, arranged by voting group and by each class or series of shares, with the address of and number of shares held by each shareholder. This record shall be kept at the principal office of the Corporation for 10 days prior to such meeting, and shall be kept open at such meeting, for the inspection of any shareholder or any shareholder's agent or attorney.

2.9 Quorum

Except with respect to any greater requirement contained in the Articles of Incorporation or the Nevada Revised Statutes, a majority of the votes entitled to be cast on a matter by the holders of shares that, pursuant to the Articles of Incorporation or the Nevada Revised Statutes, are entitled to vote and be counted collectively upon such matter, represented in person or by proxy, shall constitute a quorum of such shares at a meeting of shareholders. If less than the required number of such votes are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time. Any business may be transacted at a reconvened meeting that might have been transacted at the meeting as originally called, provided a quorum is present or represented at such meeting. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business, it is deemed present for quorum purposes for the remainder of the me eting and any adjournment (unless a new record date is or must be set for the adjourned meeting), notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

-3-

2.10 Manner of Acting

If a quorum is present, action on a matter other than the election of Directors shall be approved if the votes cast in favor of the action by the shares entitled to vote and be counted collectively upon such matter exceed the votes cast against such action by the shares entitled to vote and be counted collectively thereon, unless the Articles of Incorporation or the Nevada Revised Statutes requires a greater number of affirmative votes. Whenever the Nevada Revised Statutes permits a Corporation's bylaws to specify that a lesser number of shares than would otherwise be required shall suffice to approve an action by shareholders, these Bylaws hereby specify that the number of shares required to approve such an action shall be such lesser number.

2.11 Proxies

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

2.12 Voting Shares

Except as provided in the Articles of Incorporation, each outstanding share entitled to vote with respect to a matter submitted to a meeting of shareholders shall be entitled to one vote upon such matter.

2.13 Voting for Directors

Each shareholder entitled to vote to an election of Directors may vote, in person or by proxy, the number of shares owned by such shareholder for as many persons as there are Directors to be elected and for whose election such shareholder has a right to vote. Shareholders shall not have the right to cumulate their votes. Unless otherwise provided in the Articles of Incorporation, the candidates elected shall be those receiving the largest number of votes cast, up to the number of Directors to be elected.

2.14 Action by Shareholders Without a Meeting

Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by the stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents in required. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the shareholders.

-4-

SECTION 3. BOARD OF DIRECTORS

3.1 General Powers

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board, except as may be otherwise provided in these Bylaws, the Articles of Incorporation or the Nevada Revised Statutes.

3.2 Number and Tenure

The Board shall be composed of not less than one nor more than eleven Directors, the specific number to be set by resolution of the Board or, if the Directors in office constitute fewer than a quorum of the Board, by the affirmative vote of a majority of all the Directors in office. Each Director shall hold office until the next annual general meeting of shareholders and until his/her successor have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation, be no less than 18 years of age and need not meet any other qualifications. The Directors shall be elected by the shareholders at the annual general meeting each year, and if, for any cause, the Directors shall not have been elected at an annual general meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws.

3.3 Annual and Regular Meetings

An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of shareholders. By resolution the Board, or any committee designated by the Board, may specify the time and place for holding regular meetings without notice other than such resolution.

3.4 Special Meetings

Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any one-third or more of the Directors in office and, in the case of any special meeting of any committee designated by the Board, by its Chairman. The person or persons authorized to call special meetings may fix any place for holding any special Board or committee meeting called by them.

-5-

3.5 Meetings by Communications Equipment

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by, or conduct the meeting through the use of, any means of communication by which all Directors participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

3.6 Notice of Special Meetings

Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing, orally or by email to such address or addresses as provided by each director. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meeting.

3.6.1 Personal Delivery

If notice is given by personal delivery, the notice shall be delivered to a Director at least two days before the meeting.

3.6.2 Delivery by Mail

If notice is delivered by mail, the notice shall be deposited in the official government mail at least five days before the meeting, properly addressed to a Director at his or her address shown on the records of the Corporation, with postage thereon prepaid.

3.6.3 Delivery by Private Carrier

If notice is given by private carrier, the notice shall be dispatched to a Director at his or her address shown on the records of the Corporation at least three days before the meeting.

3.6.4 Facsimile Notice

If a notice is delivered by wire or wireless equipment that transmits a facsimile of the notice, the notice shall be dispatched at least two days before the meeting to a Director at his or her telephone number or other number appearing on the records of the Corporation.

3.6.5 Delivery by Telegraph

If notice is delivered by telegraph, the notice shall be delivered to the telegraph company for delivery to a Director at his or her address shown on the records of the Corporation at least three days before the meeting.

-6-

3.6.6 Oral Notice

If notice is delivered by orally, by telephone or in person, the notice shall be personally given to the Director at least two days before the meeting.

3.7 Waiver of Notice

3.7.1 In Writing

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or the Nevada Revised Statutes, a waiver thereof in writing, signed by the person or persons entitled to such notice and delivered to the Corporation, whether before or after the date and time of the meeting, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board or any committee designated by the Board need be specified in the waiver of notice of such meeting.

3.7.2 By Attendance

A Director's attendance at or participation in a Board or committee meeting shall constitute a waiver of notice of such meeting, unless the Director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at such meeting and does not thereafter vote for or assent to action taken at the meeting.

3.8 Quorum

A majority of the number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting but, if less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the committee meeting from time to time without further notice.

3.9 Manner of Acting

If a quorum is present when the vote is taken, the act of the majority of the Directors present at a Board or committee meeting shall be the act of the Board or such committee, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Nevada Revised Statutes.

-7-

3.10 Presumption of Assent

A Director of the Corporation who is present at a Board or committee meeting at which any action is taken shall be deemed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding the meeting or transacting any business at such meeting, (b) the Director's dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) the Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation within a reasonable time 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.

3.11 Action by Board or Committees Without a Meeting

Any action that could be taken at a meeting of the Board or of any committee created by the Board may be taken without a meeting if one or more written consents setting forth the action so taken are signed by each of the Directors or by each committee member either before or after the action is taken and delivered to the Corporation. Action taken by written consent of Directors without a meeting is effective when the last Director signs the consent, unless the consent specifies a later effective date. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting.

3.12 Resignation

Any Director may resign from the Board or any committee of the Board at any time by delivering either oral tender of resignation at any meeting of the Board or any committee, or written notice to the Chairman of the Board, the President, the Secretary or the Board. Any such resignation is effective upon delivery thereof unless the notice of resignation specifies a later effective date and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.13 Removal

At a meeting of shareholders called expressly for that purpose, one or more members of the Board, including the entire Board, may be removed with or without cause (unless the Articles of Incorporation permit removal for cause only) by the holders of the shares entitled to elect the Director or Directors whose removal is sought if the number of votes cast to remove the Director exceeds the number of votes cast not to remove the Director.

-8-

3.14 Vacancies

If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Directors, the Board may fill the vacancy, or, if the Directors 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 in office. The shareholders may fill a vacancy only if there are no Directors in office. A Director elected to fill a vacancy shall serve only until the next election of Directors by the shareholders.

3.15 Executive and Other Committees

3.15.1 Creation of Committees

The Board, by resolution adopted by the greater of a majority of the Directors then in office and the number of Directors required to take action in accordance with these Bylaws, may create standing or temporary committees, including an Executive Committee, and appoint members from its own number and invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board, the Articles of Incorporation, these Bylaws and applicable law. Each committee must have one or more members, who shall serve at the pleasure of the Board.

3.15.2 Authority of Committees

Each Committee shall have and may exercise all the authority of the Board to the extent provided in the resolution of the Board creating the committee and any subsequent resolutions adopted in like manner, except that no such committee shall have the authority to: (1) authorize or approve a distribution except according to a general formula or method prescribed by the Board, (2) approve or propose to shareholders actions or proposals required by the Nevada Revised Statutes to be approved by shareholders, (3) fill vacancies on the Board or any committee thereof, (4) amend the Articles of Incorporation (5) adopt, amend or repeal Bylaws, (6) approve a plan of merger not requiring shareholder approval, or (7) authorize or approve the issuance or sale of contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares except that the Board may authorize a committee or a senior executive officer of the Corporation to do so within limits specifically prescribed by the Board.

3.15.3 Minutes of Meetings

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

-9-

3.15.4 Removal

The Board may remove any member of any committee elected or appointed by it but only by the affirmative vote of the greater of a majority of Directors then in office and the number of Directors required to take action in accordance with these Bylaws.

3.16 Compensation

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

SECTION 4. OFFICERS

4.1 Appointment and Term

The officers of the Corporation shall be those officers appointed from time to time by the Board or by any other officer empowered to do so. The Board shall have sole power and authority to appoint executive officers. As used herein, the term "executive officer" shall mean the President, the chief financial officer and any other officer designated by the Board as an executive officer. The Board or the President may appoint such other officers to hold office for such period, have such authority and perform such duties as may be prescribed. The Board may delegate to any other officer the power to appoint any subordinate officers and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. Unless an officer dies, resigns or is removed from office, he or she shall hold office until his or her successor is appointed.

4.2 Resignation

Any officer may resign at any time by delivering written notice to the Corporation. Any such resignation is effective upon delivery, unless the notice of resignation specifies a later effective date, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

4.3 Removal

Any officer may be removed by the Board at any time, with or without cause. An officer or assistant officer, if appointed by another officer, may be removed at any time, with or without cause, by any officer authorized to appoint such officer or assistant officer.

-10-

4.4 Contract Rights of Officers

The appointment of an officer does not itself create contract rights.

4.5 Chairman of the Board

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

4.6 President

The President shall be the chief executive officer of the Corporation unless some other offices is to designated by the Board, shall preside over meetings of the Board and shareholders in the absence of a Chairman of the Board, and, subject to the Board's control, shall supervise and control all the assets, business and affairs of the Corporation. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time. If no Secretary has been appointed, the President shall have responsibility for the preparation of minutes of meetings of the Board and shareholders and for authentication of the records of the Corporation.

4.7 Vice President

In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice-Presidents shall perform such other duties as from time to time may be assigned to them by the President or by or at the direction of the Board.

4.8 Secretary

The Secretary shall be responsible for preparation of minutes of the meetings of the Board and shareholders, maintenance of the Corporation records and stock registers, and authentication of the Corporation's records, and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

-11-

4.9 Treasurer

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

4.10 Salaries

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

4.11 Loans by the Corporation

No loans shall be made by the Corporation to its Officers or Directors.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts

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

5.2 Loans to the Corporation

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

5.3 Checks, Drafts, Etc.

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

-12-

5.4 Deposits

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

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Issuance of Shares

No shares of the Corporation shall be issued unless authorized by the Board, or by a committee designated by the Board to the extent such committee is empowered to do so.

6.2 Certificates for Shares

Certificates representing shares of the Corporation shall be signed by any two of the President, Vice-President, Secretary or Treasurer as designated by the Board from time to time. Any certificate that is countersigned or otherwise authenticated by a transfer agent or transfer clerk, or by a registrar may have the facsimile of the officers' signatures printed or lithographed up on the certificates in lieu of actual signatures. Certificates shall include on their face written notice of any restrictions that may be imposed on the transferability of such shares. All certificates shall be consecutively numbered or otherwise identified.

6.3 Stock Records

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

6.4 Transfer of Shares

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

-13-

6.5 Lost or Destroyed Certificates

In the case of a lost, destroyed or damaged certificate, a new certificate may be issued in its place upon such terms and indemnity to the Corporation as the Board may prescribe.

SECTION 7. BOOKS AND RECORDS

The Corporation shall:

(a) Keep as permanent records minutes of all meetings of its shareholders and the Board, a record of all actions taken by the shareholders or the Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board on behalf of the Corporation.

(b) Maintain appropriate accounting records.

(c) Maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each; provided, however, such record may be maintained by an agent of the Corporation.

(d) Maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) Keep a copy of the following records at its principal office:

1. the Articles of Incorporation and all amendments thereto as currently in effect;

2. these Bylaws and all amendments thereto as currently in effect;

3. the minutes of all meetings of shareholders and records of all action taken by shareholders without a meeting, for the past three years;

4. the financial statements for the past three years;

5. all written communications to shareholders generally within the past three years;

6. a list of the names and business addresses of the current Directors and officers; and

7. the most recent annual report delivered to the Nevada Secretary of State.

SECTION 8. ACCOUNTING YEAR

The accounting year of the Corporation shall be set by resolution of the Board of Directors.

-14-

SECTION 9. SEAL

The Board may provide for a corporate seal that shall consist of the name of the Corporation, the state of its incorporation, and the year of its incorporation.

SECTION 10. INDEMNIFICATION

10.1 Right to Indemnification

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, an with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful . The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had reasonable cause to believe that such person's conduct was unlawful.

10.2 Restrictions on Indemnification

No indemnification shall be provided to any such indemnitee for acts or omissions of the indemnitee finally adjudged to be intentional misconduct or a knowing violation of law, for conduct of the indemnitee finally adjudged to be liable for gross negligence or willful misconduct in the performance of such person's duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine, upon application, that despite circumstances of case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation.

-15-

10.3 Successful Defense

To the extent that a Director, Trustee, Officer, employee or agent of the Corporation has been successful on the merits or otherwise, in whole or in part in defense of any action, suit or proceeding referred to in Sections 10.1 or 10.2 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

10.4 Authorization

The right to indemnification conferred in this Section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Trustee, Officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in this Section. Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, by a majority of the Directors who were not parties to such action, suit or proceeding, or (c) by independent legal counsel (selected by one or more of the Directors, whether or not a quorum an whether or not disinterested) in a written opinion, or (d) by the shareholders. Anyone making such a determination under this Section 10.4 may determine that a person has met the standards therein se t forth as to some claims, issues or matters but not as to others, and may reasonably prorate amounts to be paid as indemnification.

10.5 Advancement of Expenses

The right to indemnification conferred in this Section shall include the right to be paid by the Corporation the expenses reasonably incurred in defending any proceeding in advance of its final disposition (hereinafter an "advancement of expenses"). As advancement of expenses shall be made upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified.

10.6 Nonexclusivity of Rights

The right to indemnification and the advancement of expenses conferred in this Section shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the Corporation, general or specific action of the Board or shareholders, contract or otherwise.

-16-

10.7 Insurance, Contracts and Funding

The Corporation may maintain insurance, at its expense, to protect itself and any Director, officer, partner, trustee, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the authority or right to indemnify such person against such expense, liability or loss under the Nevada Revised Statutes or other law. The Corporation may enter into contracts with any Director, officer, partner, trustee, employee or agent of the Corporation in furtherance of the provisions of this section and may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section.

10.8 Identification of Employees and Agents of the Corporation

In addition to the rights of indemnification set forth in subsection 10.1, the Corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees and agents or any class or group of employees and agents of the Corporation (a) with the same scope and effect as the provisions of this Section with respect to indemnification and the advancement of expenses of Directors and officers of the Corporation; (b) pursuant to rights granted or provided by the Nevada Revised Statutes or (c) as are otherwise consistent with law.

10.9 Persons Serving Other Entities

Any person who, while a Director or officer of the Corporation, is or was serving (a) as a Director, officer, employee or agent of another Corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Corporation or (b) as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust, employee benefit plan or other enterprise of which the Corporation or a majority owned subsidiary of the Corporation is a general partner or has a majority ownership shall conclusively be deemed to be so serving at the request of the Corporation and entitled to indemnification and the advancement of expenses under subsections 10.1 and 10.5 of this Section.

SECTION 11. REIMBURSEMENT OF DISALLOWED EXPENSES

If any salary, payment, reimbursement, employee fringe benefit, expense allowance payment, or other expense incurred by the Corporation for the benefit of an employee is disallowed in whole or in part as a deductible expense of the Corporation for Federal Income Tax purposes, the employee shall reimburse the Corporation, upon notice and demand, to the full extent of the disallowance. This legally enforceable obligation is in accordance with the provisions of Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such employee to a business expense deduction for the taxable year in which the repayment is made to the Corporation. In this manner, the Corporations shall be protected from having to bear the entire burden of disallowed expense items.

-17-

SECTION 12. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board, except that the Board may not repeal or amend any Bylaw that the shareholders have expressly provided, in amending or repealing such Bylaw, may not be amended or repealed by the Board. The shareholders may also alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended, repealed, altered or modified by the shareholders.

The foregoing Bylaws were adopted by the Board on September 10, 2002.

/s/ Coreena Hansen
Coreena Hansen, President & Director

EX-4 5 exh41.htm SPECIMEN STOCK CERTIFICATE.

EXHIBIT 4.1

MEDUSA STYLE CORPORATION
INCORPORATION UNDER THE LAWS OF THE STATE OF NEVADA
AUTHORIZED SHARES $0.00001 PAR VALUE

NUMBER                                                                                                      SHARES

CUSIP
See Reverse
For Certain Definitions

THIS CERTIFIES THAT

Is The Owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF $0.00001 PAR VALUE COMMON STOCK OF

MEDUSA STYLE CORPORATION

Transferable only on the books of the Company in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the said Company has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the Company.

Dated:

_______________________                                                                             _________________________
Secretary                                                             SEAL                                       President

MEDUSA STYLE CORPORATION

TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED

The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable law or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - __________ Custodian ___________ (Minor) under Uniform Gifts to Minors Act ____________ (State)

Additional abbreviations may also be used though not in the above list.

For Value Received, _________________ hereby sell, assign and transfer unto _______________ (Please insert Social Security or other identifying number of Assignee).

_________________________________________________________________
(Please print or type write name and address, including zip code of Assignee)
_________________________________________________________________
_________________________________________________________________
__________________________________________________________ Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________ attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises.

Dated: _________________

_____________________________________________
Notice: The signatures to this Assignment must correspond with the name(s) as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatsoever.

Signature(s) Guaranteed:

___________________________
The signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.

EX-5 6 exh51.htm OPINION OF CONRAD C. LYSIAK, ESQ. REGARDING THE LEGALITY OF THE SECURITIES BEING REGISTERED.

EXHIBIT 5.1

CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1478
FAX (509) 747-1770

October 23, 2002

Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549

RE: MEDUSA STYLE CORPORATION

Gentlemen:

Please be advised that, I have reached the following conclusions regarding the above offering:

1.   MEDUSA STYLE CORPORATION (the "Company") is a duly and legally organized and exiting Nevada state corporation, with its registered office located in Las Vegas, Nevada and its principal place of business located in Vancouver, British Columbia, Canada. The Articles of Incorporation and corporate registration fees were submitted to the Nevada Secretary of State's office and filed with the office on August 23, 2002. The Company's existence and form is valid and legal pursuant to the representation above.

2.   The Company is a fully and duly incorporated Nevada corporate entity. The Company has one class of Common Stock at this time. Neither the Articles of Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change the non-assessable characteristics of the Company's common shares of stock. The Common Stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, and when such stock was issued it was fully paid for and non-assessable. The common stock to be sold under this Form SB-2 Registration Statement is likewise legal under the laws of the State of Nevada.

3.   To my knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the registration statement. I know of no disputes involving the Company and the Company has no claim, actions or inquires from any federal, state or other government agency, other than as set forth in the registration statement. I know of no claims against the Company or any reputed claims against it at this time, other than as set forth in the registration statement.

4.   The Company's outstanding shares are all common shares. There are no liquidation preference rights held by any of the Shareholders upon voluntary or involuntary liquidation of the Company.

Securities and Exchange Commission
RE:   MEDUSA STYLE CORPORATION
October 23, 2002
Page 2

5.   The directors and officers of the Company are indemnified against all costs, expenses, judgments and liabilities, including attorney's fees, reasonably incurred by or imposed upon them or any of them in connection with or resulting from any action, suit or proceedings, civil or general, in which the officer or director is or may be made a party by reason of his being or having been such a director or officer. This indemnification is not exclusive of other rights to which such director or officer may be entitled as a matter of law.

6.   All tax benefits to be derived from the Company's operations shall inure to the benefit of the Company. Shareholders will receive no tax benefits from their stock ownership, however, this must be reviewed in light of the Tax Reform Act of 1986.

7.   By directors' resolution, the Company has authorized the issuance of up to 4,000,000 shares of common stock.

The Company's Articles of Incorporation presently provide the authority to the Company to issue 100,000,000 shares of Common Stock, $0.00001 par value. Therefore, a Board of Directors' Resolution which authorized the issuance for sale of up to 4,000,000 shares of common stock would be within the authority of the Company's directors and the shares, when issued, will be validly issued, fully paid and non-assessable.

Yours truly,

/s/ Conrad C. Lysiak

EX-23 7 exh231.htm CONSENT OF HOOGENDOORN & CO., CHARTERED ACCOUNTANT.

EXHIBIT 23.1

Hoogendoorn & Company
Chartered Accountants
406-455 Granville St.
Vancouver, B.C. V6C 1T1
Ph: (604) 687-3773
Facsimile: (604) 936-0374
Email:hoogendoorn@telus.net

CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

Medusa Style Corporation
Suite 210-580 Hornby Street
Vancouver, BC
V6C 3B6

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our Independent Auditors' Report dated September 30, 2002 relating to the financial statements of Medusa Style Corporation at August 31, 2002 which is contained in that Prospectus . Our report contains an explanatory paragraph regarding the ability of the Company to continue as a going concern.

We further consent to the reference to ourselves under the caption "Experts"

Vancouver, Canada
October 24, 2002                                                   /s/ Hoogendoorn & Company

Chartered Accountants

EX-23 8 exh232.htm CONSENT OF CONRAD C. LYSIAK, ESQ.

EXHIBIT 23.2

CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770

CONSENT

I HEREBY CONSENT to the inclusion of my name in connection with the Form SB-2 Registration Statement filed with the Securities and Exchange Commission as attorney for the registrant, Medusa Style Corporation.

DATED this 25th day of October, 2002.

Yours truly,

/s/ Conrad C. Lysiak
Conrad C. Lysiak

EX-99 9 exh991.htm ESCROW AGREEMENT.

Exhibit 99.1

PROCEEDS ESCROW AGREEMENT

THIS AGREEMENT, made October 21, 2002, between, SIGNATURE STOCK TRANSFER, INC., hereinafter called "Escrow Agent" ; and MEDUSA STYLE CORPORATION, a Nevada corporation, with principal offices at 210-580 Hornby Street, Vancouver, British Columbia, Canada V6C 3B6, hereinafter called the "Company"; and such other person, firms, or corporations as shall become parties hereto in the manner provided herein, hereinafter called the "Subscribers."

W I T N E S S E T H :

WHEREAS, the Company proposes to offer (the "Offering") to the public, up to 4,000,000 shares of common stock (the "Shares") pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") on Form SB-2;

WHEREAS, the Company intends to sell the Shares through its officers and directors on or before 90 days from the date the SEC declares the SB-2 registration statement effective;

WHEREAS, the Company desires to provide for the safekeeping of the various subscription agreements that the Company has determined to accept ("Subscription Agreements") and accompanying funds ("Escrow Funds") until a minimum of 2,000,000 shares are sold or until the Escrow Agent is required to pay and return such funds to the Subscribers as hereinafter provided; and

WHEREAS, the Escrow Agent has consented to act as escrow depositary and to receive and hold the several Subscription Agreements, and the Escrow Funds, in escrow for the Company and the various Subscribers, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties as follows:

1. FUNDS TO BE PLACED IN ESCROW: All Escrow Funds to be received by the Company shall be paid to the Escrow Agent who shall maintain the Escrow Funds, without any interest thereon, in a distinct escrow account.

2. SUBSCRIBERS: The Company shall cause to be delivered to the Escrow Agent a signed copy of each Subscription Agreement, which shall contain, among other things, the name and address of each Subscriber thereto, the date and amount subscribed, and the amount paid. Each Subscriber shall become a party to this Escrow Agreement and shall be bound by the terms hereof (in like manner as if such Subscriber has duly executed the same) upon signing the Subscription Agreement and paying or causing to be paid the total subscription price for the Shares identified in the Subscription Agreement, and having the Subscription Agreement delivered to the Escrow Agent by the Company. All funds so deposited shall remain the property of the Subscriber and shall not be subject to any liens or charges by the Escrow Agent, or judgments or creditors or claims against the Company until released by the Escrow Agent as provided herein.

3. SUBSCRIBERS' ACCOUNTS: The Escrow Agent shall maintain a separate account with each Subscriber and credit thereto the amounts received and collected by the Escrow Agent from or for or the account of such Subscriber pursuant to the provisions of the Subscription Agreement executed by such Subscriber. The Escrow Agent shall keep accurate books and records of all transactions hereunder. The Company shall have access to such books and records at all reasonable times.

4. RELEASE OF FUNDS: Upon receipt by the Escrow Agent of subscriptions for 2,000,000 shares ($100,000), the Escrow Agent shall forthwith notify in writing the Company and, thereafter, upon all funds being deemed "good funds" as determined by the Escrow Agent, the Escrow Agent shall pay over to the Company all funds in the escrow account. Any funds received thereafter by the Escrow, after the payment aforesaid, shall be immediately delivered to the Company. If subscriptions for a minimum of 2,000,000 Shares ($100,000) have not been received prior to the end of 90 days following the effective date of the Form SB-2 registration statement which said date maybe extended an additional 90 days by the Company (the "Termination Date") then the Escrow Agent shall refund to each Subscriber at the address appearing on the Subscription Agreement, or at such other address as shall be provided to the Escrow Agent by the Subscriber in writing, all sums paid by him pursuant to the subscription, without interest or deductions of any kind. Unless otherwise notified in writing, the Escrow Agent may conclusively consider the address appearing on the Subscription Agreement as the correct address of each Subscriber.

5.TERMINATION: This escrow and the obligations of the Escrow Agent hereunder shall cease upon the occurrence of any of the following events:

(a) the authorized payment by the Escrow Agent to the Company of all of the Escrow Funds without interest and the delivery to the Company of all related Subscription Agreements; or

(b) the return to each Subscriber of funds deposited in escrow by such Subscriber upon the Termination Date, if the Shares have not been fully subscribed for, or upon such earlier date on which the Escrow Agent has received notice from the Company that the Offering has been abandoned.

6. ESCROW AGENT'S LIABILITY: The Escrow Agent's obligations and duties in connection herewith are confined to those specifically enumerated in this Escrow Agreement. The Escrow Agent shall not be in any manner liable or responsible for the sufficiency, correctness, genuineness or validity of any instruments deposited with it or with reference to the form of execution thereof, or the identity, authority or rights of any person executing or depositing same, and the Escrow Agent shall not be liable for any loss that may occur by reason of forgery, false representation or the exercise of its discretion in any particular manner or for any other reasons, except for its own negligence or willful misconduct. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any Shares or Subscription Agreements or to pay or transfer any monies hereunder, unless the same have first been received by the Escrow Agent pursuant to the provisions of this Escrow Agreement. The Escrow Agent shall use reasonable diligence in the performance of his obligations hereunder, but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Escrow Agreement in good faith by it. The Escrow Agent shall not be bound or in any way affected by any Notice of any modification, cancellation, abrogation, or rescission of this Escrow Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agent.

- 2 -

7. ESCROW AGENT'S FEE: The fee of the Escrow Agent is $ 100.00 plus disbursements. The fee agreed upon for or services rendered hereunder is intended as full compensation for the Escrow Agent's services as contemplated by this, Escrow Agreement.

IN WITNESS WHEREOF, the parties listed below have caused this Escrow Agreement to be executed as of the day and year first above written.

Escrow Agent

SIGNATURE STOCK TRANSFER, INC.

BY:"signed"

Jason Bogutski, President

Company

MEDUSA STYLE CORPORATION

By:"signed"

Coreena Hansen, President

- 3 -

EX-99 10 exh992.htm SUBSCRIPTION AGREEMENT.

EXHIBIT 99.2

SUBSCRIPTION AGREEMENT

Medusa Style Corporation
580 Hornby Street
Suite 210
Vancouver, British Columbia
Canada V6C 3B6

Dear Sirs:

Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ________________ shares of Common Stock of Medusa Style Corporation (the "Company") at a price of $0.05 per Share (the "Subscription Price").

Purchaser hereby confirms the subscription for and purchase of said number of Shares and hereby agrees to pay herewith the Subscription Price for such Shares.

Purchaser further confirms that ______________ solicited him/her/it to purchase the shares of Common Stock of the Company and no other person participated in such solicitation other than _________________.

MAKE CHECK PAYABLE TO: SST ESCROW FOR MEDUSA STYLE CORPORATION

Executed this _____ day of ___________________, 2002.
__________________________________				___________________________________
__________________________________				Signature of Purchaser
_________________________________
Address of Purchaser
__________________________________
Printed Name of Purchaser
PLEASE ENSURE FUNDS ARE IN US DOLLARS
		X	$0.05		=	US$
Number of Shares Purchased								Total Subscription Price
Form of Payment:	Cash:_______		Check #: ______________				Other: ________________
MEDUSA STYLE CORPORATION
By: ________________________________________
Title: ______________________________________

-----END PRIVACY-ENHANCED MESSAGE-----

EX-3

EXHIBIT 3.1

ARTICLES OF INCORPORATION

OF

MEDUSA STYLE CORPORATION

* * * * *

FIRST

The name of the corporation is Medusa Style Corporation.

SECOND

Its principal office in the state of Nevada is located at 101 Convention Center Dr. #700, Las Vegas, Nevada 89109. The name and address of its resident agent is Nevada Corporate Headquarters, Inc., 101 Convention Center Dr. #700, Las Vegas, Nevada 89109.

THIRD

The purpose or purposes for which the corporation is organized:

To engage in and carry on any lawful business activity or trade, and any activities necessary, convenient, or desirable to accomplish such purposes, not forbidden by law or by these articles of incorporation.

FOURTH

The amount of the total authorized capital stock of the corporation is One Thousand Dollars ($1,000.00) consisting of One Hundred Million (100,000,000) shares of common stock of the par value of $0.00001 each.

FIFTH

The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation.

There are three initial members of the Board of Directors and their names and addresses are:

NAME	POST-OFFICE ADDRESS
Coreena L. Hansen	#29 - 355 Duthie Avenue Burnaby, British Columbia Canada V5A 2P3
Yin S. Gertner	8388 Ash Street Vancouver, British Columbia Canada V6P 6L2
Janice D. Douville	3902 42nd Street Leduc, Alberta Canada

The number of members of the Board of Directors shall not be less than one nor more than thirteen.

SIXTH

The capital stock, after the amount of the subscription price, or par value, has been paid in shall not be subject to assessment to pay the debts of the corporation.

SEVENTH

The name and addresses of each of the incorporators signing the Articles of Incorporation are as follows:

NAME	POST-OFFICE ADDRESS
Conrad C. Lysiak	601 West First Avenue Suite 503 Spokane, Washington 99201

EIGHTH

The corporation is to have perpetual existence.

NINTH

In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

Subject to the bylaws, if any, adopted by the stockholders, to make, alter or amend the bylaws of the corporation.

- 2 -

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

By resolution passed by a majority of the whole board, to designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in the resolution or in the bylaws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders' meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the corporation.

TENTH

Meeting of stockholders may be held outside the State of Nevada, if the bylaws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

ELEVENTH

This corporation reserves the right to amend alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

TWELFTH

The corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Nevada.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 21^st day of August 2002.

/s/ Conrad C. Lysiak
CONRAD C. LYSIAK

- 3 -

STATE OF WASHINGTON   )
                                                 )
COUNTY OF SPOKANE       )

On this 21^st day of August 2002 before me, a Notary Public, personally appeared CONRAD C. LYSIAK, who severally acknowledged that he executed the above instrument.

/s/ Judy Terese Lysiak
Notary Public,
residing in the State of Washington, residing in Spokane.

My Commission Expires:
October 9, 2002

- 4 -

EX-3

EXHIBIT 3.2

BYLAWS

of

MEDUSA STYLE CORPORATION.

SECTION 1. OFFICES

The principal office of the Corporation shall be the address of the registered office of the Corporation as so designated in the office of the Secretary of the State of Nevada, or such other address as the Board of Directors ("Board") may from time to time determine. The Corporation may have such other offices within or without the State of Nevada as the Board may designate or as the business of the Corporation may require. The Directors shall from time to time appoint a Registered Agent for the Corporation within the State of Nevada.

SECTION 2. SHAREHOLDERS

2.1 Annual Meeting

The annual meeting of the shareholders to elect Directors and transact such other business as may properly come before the meeting shall be held on a date not more than 180 days after the end of the Corporation's fiscal year, such date and time to be determined by the Board.

2.2 Special Meetings

Special meetings of the shareholders of the Corporation for any purpose may be called at any time by the Board or, if the Directors in office constitute fewer than a quorum of the Board, by the affirmative vote of a majority of all the Directors in office, but such special meetings may not be called by any other person or persons.

2.3 Meetings by Communications Equipment

Shareholders may participate in any meeting of the shareholders by any means of communication by which all persons participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

2.4 Date, Time and Place of Meeting

Except as otherwise provide in these Bylaws, all meetings of shareholders, including those held pursuant to demand by shareholders, shall be held on such date and at such time and place designated by or at the direction of the Board.

2.5 Notice of Meeting

Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by or at the direction of the Board, the Chairman of the Board, the President or the Secretary to each shareholder entitled to notice of or to vote at the meeting not less than 10 nor more than 60 days before the meeting, except that notice of a meeting to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, the sale, lease, exchange or other disposition of all or substantially all of the Corporation's assets other than in the regular course of business or the dissolution of the Corporation shall be given not less than 20 or more than 60 days before such meeting. If an annual or special shareholders' meeting is adjourned to a different date, time or place, no notice of the new date, time or place is required if they are announced at the meeting before adjournment. If a new record da te for the adjourned meeting is or must be fixed, notice of the adjourned meeting must be given to shareholders entitled to notice of or to vote as of the new record date.

Such notice may be transmitted by mail, private carrier, personal delivery, telegraph, teletype or communications equipment that transmits a facsimile of the notice. If those forms of written notice are impractical in the view of the Board, the Chairman of the Board, the President or the Secretary, written notice may be transmitted by an advertisement in a newspaper of general circulation in the area of the Corporation's principal office. If such notice is mailed, it shall be deemed effective when deposited in the official government mail, first-class postage prepaid, properly addressed to the shareholder at such shareholder's address as it appears in the Corporation's current record of shareholders. Notice given in any other manner shall be deemed effective when dispatched to the shareholder's address, telephone number or other number appearing on the records of the Corporation. Any notice given by publication as herein provided shall be deemed effective five days after first publicat ion.

2.6 Waiver of Notice

Whenever any notice is required to be given by a shareholder under the provisions of these Bylaws, the Articles of Incorporation or the Nevada Revised Statutes, a waiver of notice in writing, signed by the person or persons entitled to such notice and delivered to the Corporation, whether before or after the date and time of the meeting or before or after the action to be taken by consent is effective, shall be deemed equivalent to the giving of such notice. Further, notice of the time, place and purpose of any meeting will be deemed to be waived by any shareholder by attendance in person or by proxy, unless such shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

-2-

2.7 Fixing of Record Date for Determining Shareholders

For the purpose of determining shareholders entitled (a) to notice of or to vote at any meeting of shareholders or any adjournment thereof, (b) to demand a special meeting, or (c) to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board may fix a future date as the record date for any such determination. Such record date shall be not more than 70 days, and, in case of a meeting of shareholders, not less than 10 days, prior to the date on which the particular action requiring such determination is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote a meeting, the record date shall be the day immediately preceding the date on which notice of the meeting is first given to shareholders. Such a determination shall apply to any adjournment of the meeting unless the Board fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date is set for the determination of shareholders entitled to receive payment of any stock, dividend or distribution (other than one involving a purchase, redemption or other acquisition of the Corporation's shares), the record date shall be the date the Board authorizes the stock dividend or distribution.

2.8 Voting Record

At least 10 days before each meeting of shareholders, an alphabetical list of the shareholders entitled to notice of such meeting shall be made, arranged by voting group and by each class or series of shares, with the address of and number of shares held by each shareholder. This record shall be kept at the principal office of the Corporation for 10 days prior to such meeting, and shall be kept open at such meeting, for the inspection of any shareholder or any shareholder's agent or attorney.

2.9 Quorum

Except with respect to any greater requirement contained in the Articles of Incorporation or the Nevada Revised Statutes, a majority of the votes entitled to be cast on a matter by the holders of shares that, pursuant to the Articles of Incorporation or the Nevada Revised Statutes, are entitled to vote and be counted collectively upon such matter, represented in person or by proxy, shall constitute a quorum of such shares at a meeting of shareholders. If less than the required number of such votes are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time. Any business may be transacted at a reconvened meeting that might have been transacted at the meeting as originally called, provided a quorum is present or represented at such meeting. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business, it is deemed present for quorum purposes for the remainder of the me eting and any adjournment (unless a new record date is or must be set for the adjourned meeting), notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

-3-

2.10 Manner of Acting

If a quorum is present, action on a matter other than the election of Directors shall be approved if the votes cast in favor of the action by the shares entitled to vote and be counted collectively upon such matter exceed the votes cast against such action by the shares entitled to vote and be counted collectively thereon, unless the Articles of Incorporation or the Nevada Revised Statutes requires a greater number of affirmative votes. Whenever the Nevada Revised Statutes permits a Corporation's bylaws to specify that a lesser number of shares than would otherwise be required shall suffice to approve an action by shareholders, these Bylaws hereby specify that the number of shares required to approve such an action shall be such lesser number.

2.11 Proxies

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

2.12 Voting Shares

Except as provided in the Articles of Incorporation, each outstanding share entitled to vote with respect to a matter submitted to a meeting of shareholders shall be entitled to one vote upon such matter.

2.13 Voting for Directors

Each shareholder entitled to vote to an election of Directors may vote, in person or by proxy, the number of shares owned by such shareholder for as many persons as there are Directors to be elected and for whose election such shareholder has a right to vote. Shareholders shall not have the right to cumulate their votes. Unless otherwise provided in the Articles of Incorporation, the candidates elected shall be those receiving the largest number of votes cast, up to the number of Directors to be elected.

2.14 Action by Shareholders Without a Meeting

Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by the stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents in required. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the shareholders.

-4-

SECTION 3. BOARD OF DIRECTORS

3.1 General Powers

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board, except as may be otherwise provided in these Bylaws, the Articles of Incorporation or the Nevada Revised Statutes.

3.2 Number and Tenure

The Board shall be composed of not less than one nor more than eleven Directors, the specific number to be set by resolution of the Board or, if the Directors in office constitute fewer than a quorum of the Board, by the affirmative vote of a majority of all the Directors in office. Each Director shall hold office until the next annual general meeting of shareholders and until his/her successor have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation, be no less than 18 years of age and need not meet any other qualifications. The Directors shall be elected by the shareholders at the annual general meeting each year, and if, for any cause, the Directors shall not have been elected at an annual general meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws.

3.3 Annual and Regular Meetings

An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of shareholders. By resolution the Board, or any committee designated by the Board, may specify the time and place for holding regular meetings without notice other than such resolution.

3.4 Special Meetings

Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any one-third or more of the Directors in office and, in the case of any special meeting of any committee designated by the Board, by its Chairman. The person or persons authorized to call special meetings may fix any place for holding any special Board or committee meeting called by them.

-5-

3.5 Meetings by Communications Equipment

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by, or conduct the meeting through the use of, any means of communication by which all Directors participating in the meeting can hear each other during the meeting. Participation by such means shall constitute presence in person at a meeting.

3.6 Notice of Special Meetings

Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing, orally or by email to such address or addresses as provided by each director. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meeting.

3.6.1 Personal Delivery

If notice is given by personal delivery, the notice shall be delivered to a Director at least two days before the meeting.

3.6.2 Delivery by Mail

If notice is delivered by mail, the notice shall be deposited in the official government mail at least five days before the meeting, properly addressed to a Director at his or her address shown on the records of the Corporation, with postage thereon prepaid.

3.6.3 Delivery by Private Carrier

If notice is given by private carrier, the notice shall be dispatched to a Director at his or her address shown on the records of the Corporation at least three days before the meeting.

3.6.4 Facsimile Notice

If a notice is delivered by wire or wireless equipment that transmits a facsimile of the notice, the notice shall be dispatched at least two days before the meeting to a Director at his or her telephone number or other number appearing on the records of the Corporation.

3.6.5 Delivery by Telegraph

If notice is delivered by telegraph, the notice shall be delivered to the telegraph company for delivery to a Director at his or her address shown on the records of the Corporation at least three days before the meeting.

-6-

3.6.6 Oral Notice

If notice is delivered by orally, by telephone or in person, the notice shall be personally given to the Director at least two days before the meeting.

3.7 Waiver of Notice

3.7.1 In Writing

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or the Nevada Revised Statutes, a waiver thereof in writing, signed by the person or persons entitled to such notice and delivered to the Corporation, whether before or after the date and time of the meeting, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board or any committee designated by the Board need be specified in the waiver of notice of such meeting.

3.7.2 By Attendance

A Director's attendance at or participation in a Board or committee meeting shall constitute a waiver of notice of such meeting, unless the Director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at such meeting and does not thereafter vote for or assent to action taken at the meeting.

3.8 Quorum

A majority of the number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting but, if less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the committee meeting from time to time without further notice.

3.9 Manner of Acting

If a quorum is present when the vote is taken, the act of the majority of the Directors present at a Board or committee meeting shall be the act of the Board or such committee, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the Nevada Revised Statutes.

-7-

3.10 Presumption of Assent

A Director of the Corporation who is present at a Board or committee meeting at which any action is taken shall be deemed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding the meeting or transacting any business at such meeting, (b) the Director's dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) the Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation within a reasonable time 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.

3.11 Action by Board or Committees Without a Meeting

Any action that could be taken at a meeting of the Board or of any committee created by the Board may be taken without a meeting if one or more written consents setting forth the action so taken are signed by each of the Directors or by each committee member either before or after the action is taken and delivered to the Corporation. Action taken by written consent of Directors without a meeting is effective when the last Director signs the consent, unless the consent specifies a later effective date. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting.

3.12 Resignation

Any Director may resign from the Board or any committee of the Board at any time by delivering either oral tender of resignation at any meeting of the Board or any committee, or written notice to the Chairman of the Board, the President, the Secretary or the Board. Any such resignation is effective upon delivery thereof unless the notice of resignation specifies a later effective date and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.13 Removal

At a meeting of shareholders called expressly for that purpose, one or more members of the Board, including the entire Board, may be removed with or without cause (unless the Articles of Incorporation permit removal for cause only) by the holders of the shares entitled to elect the Director or Directors whose removal is sought if the number of votes cast to remove the Director exceeds the number of votes cast not to remove the Director.

-8-

3.14 Vacancies

If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Directors, the Board may fill the vacancy, or, if the Directors 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 in office. The shareholders may fill a vacancy only if there are no Directors in office. A Director elected to fill a vacancy shall serve only until the next election of Directors by the shareholders.

3.15 Executive and Other Committees

3.15.1 Creation of Committees

The Board, by resolution adopted by the greater of a majority of the Directors then in office and the number of Directors required to take action in accordance with these Bylaws, may create standing or temporary committees, including an Executive Committee, and appoint members from its own number and invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board, the Articles of Incorporation, these Bylaws and applicable law. Each committee must have one or more members, who shall serve at the pleasure of the Board.

3.15.2 Authority of Committees

Each Committee shall have and may exercise all the authority of the Board to the extent provided in the resolution of the Board creating the committee and any subsequent resolutions adopted in like manner, except that no such committee shall have the authority to: (1) authorize or approve a distribution except according to a general formula or method prescribed by the Board, (2) approve or propose to shareholders actions or proposals required by the Nevada Revised Statutes to be approved by shareholders, (3) fill vacancies on the Board or any committee thereof, (4) amend the Articles of Incorporation (5) adopt, amend or repeal Bylaws, (6) approve a plan of merger not requiring shareholder approval, or (7) authorize or approve the issuance or sale of contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares except that the Board may authorize a committee or a senior executive officer of the Corporation to do so within limits specifically prescribed by the Board.

3.15.3 Minutes of Meetings

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

-9-

3.15.4 Removal

The Board may remove any member of any committee elected or appointed by it but only by the affirmative vote of the greater of a majority of Directors then in office and the number of Directors required to take action in accordance with these Bylaws.

3.16 Compensation

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

SECTION 4. OFFICERS

4.1 Appointment and Term

The officers of the Corporation shall be those officers appointed from time to time by the Board or by any other officer empowered to do so. The Board shall have sole power and authority to appoint executive officers. As used herein, the term "executive officer" shall mean the President, the chief financial officer and any other officer designated by the Board as an executive officer. The Board or the President may appoint such other officers to hold office for such period, have such authority and perform such duties as may be prescribed. The Board may delegate to any other officer the power to appoint any subordinate officers and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. Unless an officer dies, resigns or is removed from office, he or she shall hold office until his or her successor is appointed.

4.2 Resignation

Any officer may resign at any time by delivering written notice to the Corporation. Any such resignation is effective upon delivery, unless the notice of resignation specifies a later effective date, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

4.3 Removal

Any officer may be removed by the Board at any time, with or without cause. An officer or assistant officer, if appointed by another officer, may be removed at any time, with or without cause, by any officer authorized to appoint such officer or assistant officer.

-10-

4.4 Contract Rights of Officers

The appointment of an officer does not itself create contract rights.

4.5 Chairman of the Board

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

4.6 President

The President shall be the chief executive officer of the Corporation unless some other offices is to designated by the Board, shall preside over meetings of the Board and shareholders in the absence of a Chairman of the Board, and, subject to the Board's control, shall supervise and control all the assets, business and affairs of the Corporation. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time. If no Secretary has been appointed, the President shall have responsibility for the preparation of minutes of meetings of the Board and shareholders and for authentication of the records of the Corporation.

4.7 Vice President

In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice-Presidents shall perform such other duties as from time to time may be assigned to them by the President or by or at the direction of the Board.

4.8 Secretary

The Secretary shall be responsible for preparation of minutes of the meetings of the Board and shareholders, maintenance of the Corporation records and stock registers, and authentication of the Corporation's records, and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

-11-

4.9 Treasurer

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

4.10 Salaries

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

4.11 Loans by the Corporation

No loans shall be made by the Corporation to its Officers or Directors.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts

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

5.2 Loans to the Corporation

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

5.3 Checks, Drafts, Etc.

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

-12-

5.4 Deposits

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

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Issuance of Shares

No shares of the Corporation shall be issued unless authorized by the Board, or by a committee designated by the Board to the extent such committee is empowered to do so.

6.2 Certificates for Shares

Certificates representing shares of the Corporation shall be signed by any two of the President, Vice-President, Secretary or Treasurer as designated by the Board from time to time. Any certificate that is countersigned or otherwise authenticated by a transfer agent or transfer clerk, or by a registrar may have the facsimile of the officers' signatures printed or lithographed up on the certificates in lieu of actual signatures. Certificates shall include on their face written notice of any restrictions that may be imposed on the transferability of such shares. All certificates shall be consecutively numbered or otherwise identified.

6.3 Stock Records

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

6.4 Transfer of Shares

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

-13-

6.5 Lost or Destroyed Certificates

In the case of a lost, destroyed or damaged certificate, a new certificate may be issued in its place upon such terms and indemnity to the Corporation as the Board may prescribe.

SECTION 7. BOOKS AND RECORDS

The Corporation shall:

(a) Keep as permanent records minutes of all meetings of its shareholders and the Board, a record of all actions taken by the shareholders or the Board without a meeting, and a record of all actions taken by a committee of the Board exercising the authority of the Board on behalf of the Corporation.

(b) Maintain appropriate accounting records.

(c) Maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each; provided, however, such record may be maintained by an agent of the Corporation.

(d) Maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(e) Keep a copy of the following records at its principal office:

1. the Articles of Incorporation and all amendments thereto as currently in effect;

2. these Bylaws and all amendments thereto as currently in effect;

3. the minutes of all meetings of shareholders and records of all action taken by shareholders without a meeting, for the past three years;

4. the financial statements for the past three years;

5. all written communications to shareholders generally within the past three years;

6. a list of the names and business addresses of the current Directors and officers; and

7. the most recent annual report delivered to the Nevada Secretary of State.

SECTION 8. ACCOUNTING YEAR

The accounting year of the Corporation shall be set by resolution of the Board of Directors.

-14-

SECTION 9. SEAL

The Board may provide for a corporate seal that shall consist of the name of the Corporation, the state of its incorporation, and the year of its incorporation.

SECTION 10. INDEMNIFICATION

10.1 Right to Indemnification

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, an with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful . The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had reasonable cause to believe that such person's conduct was unlawful.

10.2 Restrictions on Indemnification

No indemnification shall be provided to any such indemnitee for acts or omissions of the indemnitee finally adjudged to be intentional misconduct or a knowing violation of law, for conduct of the indemnitee finally adjudged to be liable for gross negligence or willful misconduct in the performance of such person's duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine, upon application, that despite circumstances of case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation.

-15-

10.3 Successful Defense

To the extent that a Director, Trustee, Officer, employee or agent of the Corporation has been successful on the merits or otherwise, in whole or in part in defense of any action, suit or proceeding referred to in Sections 10.1 or 10.2 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

10.4 Authorization

The right to indemnification conferred in this Section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Trustee, Officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in this Section. Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, by a majority of the Directors who were not parties to such action, suit or proceeding, or (c) by independent legal counsel (selected by one or more of the Directors, whether or not a quorum an whether or not disinterested) in a written opinion, or (d) by the shareholders. Anyone making such a determination under this Section 10.4 may determine that a person has met the standards therein se t forth as to some claims, issues or matters but not as to others, and may reasonably prorate amounts to be paid as indemnification.

10.5 Advancement of Expenses

The right to indemnification conferred in this Section shall include the right to be paid by the Corporation the expenses reasonably incurred in defending any proceeding in advance of its final disposition (hereinafter an "advancement of expenses"). As advancement of expenses shall be made upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified.

10.6 Nonexclusivity of Rights

The right to indemnification and the advancement of expenses conferred in this Section shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the Corporation, general or specific action of the Board or shareholders, contract or otherwise.

-16-

10.7 Insurance, Contracts and Funding

The Corporation may maintain insurance, at its expense, to protect itself and any Director, officer, partner, trustee, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the authority or right to indemnify such person against such expense, liability or loss under the Nevada Revised Statutes or other law. The Corporation may enter into contracts with any Director, officer, partner, trustee, employee or agent of the Corporation in furtherance of the provisions of this section and may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section.

10.8 Identification of Employees and Agents of the Corporation

In addition to the rights of indemnification set forth in subsection 10.1, the Corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees and agents or any class or group of employees and agents of the Corporation (a) with the same scope and effect as the provisions of this Section with respect to indemnification and the advancement of expenses of Directors and officers of the Corporation; (b) pursuant to rights granted or provided by the Nevada Revised Statutes or (c) as are otherwise consistent with law.

10.9 Persons Serving Other Entities

Any person who, while a Director or officer of the Corporation, is or was serving (a) as a Director, officer, employee or agent of another Corporation of which a majority of the shares entitled to vote in the election of its directors is held by the Corporation or (b) as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust, employee benefit plan or other enterprise of which the Corporation or a majority owned subsidiary of the Corporation is a general partner or has a majority ownership shall conclusively be deemed to be so serving at the request of the Corporation and entitled to indemnification and the advancement of expenses under subsections 10.1 and 10.5 of this Section.

SECTION 11. REIMBURSEMENT OF DISALLOWED EXPENSES

If any salary, payment, reimbursement, employee fringe benefit, expense allowance payment, or other expense incurred by the Corporation for the benefit of an employee is disallowed in whole or in part as a deductible expense of the Corporation for Federal Income Tax purposes, the employee shall reimburse the Corporation, upon notice and demand, to the full extent of the disallowance. This legally enforceable obligation is in accordance with the provisions of Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such employee to a business expense deduction for the taxable year in which the repayment is made to the Corporation. In this manner, the Corporations shall be protected from having to bear the entire burden of disallowed expense items.

-17-

SECTION 12. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board, except that the Board may not repeal or amend any Bylaw that the shareholders have expressly provided, in amending or repealing such Bylaw, may not be amended or repealed by the Board. The shareholders may also alter, amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended, repealed, altered or modified by the shareholders.

The foregoing Bylaws were adopted by the Board on September 10, 2002.

/s/ Coreena Hansen
Coreena Hansen, President & Director

EX-4

EXHIBIT 4.1

MEDUSA STYLE CORPORATION
INCORPORATION UNDER THE LAWS OF THE STATE OF NEVADA
AUTHORIZED SHARES $0.00001 PAR VALUE

NUMBER                                                                                                      SHARES

CUSIP
See Reverse
For Certain Definitions

THIS CERTIFIES THAT

Is The Owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF $0.00001 PAR VALUE COMMON STOCK OF

MEDUSA STYLE CORPORATION

Transferable only on the books of the Company in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the said Company has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the Company.

Dated:

_______________________                                                                             _________________________
Secretary                                                             SEAL                                       President

MEDUSA STYLE CORPORATION

TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED

The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable law or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - __________ Custodian ___________ (Minor) under Uniform Gifts to Minors Act ____________ (State)

Additional abbreviations may also be used though not in the above list.

For Value Received, _________________ hereby sell, assign and transfer unto _______________ (Please insert Social Security or other identifying number of Assignee).

_________________________________________________________________
(Please print or type write name and address, including zip code of Assignee)
_________________________________________________________________
_________________________________________________________________
__________________________________________________________ Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________ attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises.

Dated: _________________

_____________________________________________
Notice: The signatures to this Assignment must correspond with the name(s) as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatsoever.

Signature(s) Guaranteed:

___________________________
The signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.

EX-5

EXHIBIT 5.1

CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1478
FAX (509) 747-1770

October 23, 2002

Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549

RE: MEDUSA STYLE CORPORATION

Gentlemen:

Please be advised that, I have reached the following conclusions regarding the above offering:

1.   MEDUSA STYLE CORPORATION (the "Company") is a duly and legally organized and exiting Nevada state corporation, with its registered office located in Las Vegas, Nevada and its principal place of business located in Vancouver, British Columbia, Canada. The Articles of Incorporation and corporate registration fees were submitted to the Nevada Secretary of State's office and filed with the office on August 23, 2002. The Company's existence and form is valid and legal pursuant to the representation above.

2.   The Company is a fully and duly incorporated Nevada corporate entity. The Company has one class of Common Stock at this time. Neither the Articles of Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change the non-assessable characteristics of the Company's common shares of stock. The Common Stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, and when such stock was issued it was fully paid for and non-assessable. The common stock to be sold under this Form SB-2 Registration Statement is likewise legal under the laws of the State of Nevada.

3.   To my knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the registration statement. I know of no disputes involving the Company and the Company has no claim, actions or inquires from any federal, state or other government agency, other than as set forth in the registration statement. I know of no claims against the Company or any reputed claims against it at this time, other than as set forth in the registration statement.

4.   The Company's outstanding shares are all common shares. There are no liquidation preference rights held by any of the Shareholders upon voluntary or involuntary liquidation of the Company.

Securities and Exchange Commission
RE:   MEDUSA STYLE CORPORATION
October 23, 2002
Page 2

5.   The directors and officers of the Company are indemnified against all costs, expenses, judgments and liabilities, including attorney's fees, reasonably incurred by or imposed upon them or any of them in connection with or resulting from any action, suit or proceedings, civil or general, in which the officer or director is or may be made a party by reason of his being or having been such a director or officer. This indemnification is not exclusive of other rights to which such director or officer may be entitled as a matter of law.

6.   All tax benefits to be derived from the Company's operations shall inure to the benefit of the Company. Shareholders will receive no tax benefits from their stock ownership, however, this must be reviewed in light of the Tax Reform Act of 1986.

7.   By directors' resolution, the Company has authorized the issuance of up to 4,000,000 shares of common stock.

The Company's Articles of Incorporation presently provide the authority to the Company to issue 100,000,000 shares of Common Stock, $0.00001 par value. Therefore, a Board of Directors' Resolution which authorized the issuance for sale of up to 4,000,000 shares of common stock would be within the authority of the Company's directors and the shares, when issued, will be validly issued, fully paid and non-assessable.

Yours truly,

/s/ Conrad C. Lysiak

EX-23

EXHIBIT 23.1

Hoogendoorn & Company
Chartered Accountants
406-455 Granville St.
Vancouver, B.C. V6C 1T1
Ph: (604) 687-3773
Facsimile: (604) 936-0374
Email:hoogendoorn@telus.net

CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

Medusa Style Corporation
Suite 210-580 Hornby Street
Vancouver, BC
V6C 3B6

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our Independent Auditors' Report dated September 30, 2002 relating to the financial statements of Medusa Style Corporation at August 31, 2002 which is contained in that Prospectus . Our report contains an explanatory paragraph regarding the ability of the Company to continue as a going concern.

We further consent to the reference to ourselves under the caption "Experts"

Vancouver, Canada
October 24, 2002                                                   /s/ Hoogendoorn & Company

Chartered Accountants

EX-23

EXHIBIT 23.2

CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770

CONSENT

I HEREBY CONSENT to the inclusion of my name in connection with the Form SB-2 Registration Statement filed with the Securities and Exchange Commission as attorney for the registrant, Medusa Style Corporation.

DATED this 25th day of October, 2002.

Yours truly,

/s/ Conrad C. Lysiak
Conrad C. Lysiak

EX-99

Exhibit 99.1

PROCEEDS ESCROW AGREEMENT

THIS AGREEMENT, made October 21, 2002, between, SIGNATURE STOCK TRANSFER, INC., hereinafter called "Escrow Agent" ; and MEDUSA STYLE CORPORATION, a Nevada corporation, with principal offices at 210-580 Hornby Street, Vancouver, British Columbia, Canada V6C 3B6, hereinafter called the "Company"; and such other person, firms, or corporations as shall become parties hereto in the manner provided herein, hereinafter called the "Subscribers."

W I T N E S S E T H :

WHEREAS, the Company proposes to offer (the "Offering") to the public, up to 4,000,000 shares of common stock (the "Shares") pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") on Form SB-2;

WHEREAS, the Company intends to sell the Shares through its officers and directors on or before 90 days from the date the SEC declares the SB-2 registration statement effective;

WHEREAS, the Company desires to provide for the safekeeping of the various subscription agreements that the Company has determined to accept ("Subscription Agreements") and accompanying funds ("Escrow Funds") until a minimum of 2,000,000 shares are sold or until the Escrow Agent is required to pay and return such funds to the Subscribers as hereinafter provided; and

WHEREAS, the Escrow Agent has consented to act as escrow depositary and to receive and hold the several Subscription Agreements, and the Escrow Funds, in escrow for the Company and the various Subscribers, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties as follows:

1. FUNDS TO BE PLACED IN ESCROW: All Escrow Funds to be received by the Company shall be paid to the Escrow Agent who shall maintain the Escrow Funds, without any interest thereon, in a distinct escrow account.

2. SUBSCRIBERS: The Company shall cause to be delivered to the Escrow Agent a signed copy of each Subscription Agreement, which shall contain, among other things, the name and address of each Subscriber thereto, the date and amount subscribed, and the amount paid. Each Subscriber shall become a party to this Escrow Agreement and shall be bound by the terms hereof (in like manner as if such Subscriber has duly executed the same) upon signing the Subscription Agreement and paying or causing to be paid the total subscription price for the Shares identified in the Subscription Agreement, and having the Subscription Agreement delivered to the Escrow Agent by the Company. All funds so deposited shall remain the property of the Subscriber and shall not be subject to any liens or charges by the Escrow Agent, or judgments or creditors or claims against the Company until released by the Escrow Agent as provided herein.

3. SUBSCRIBERS' ACCOUNTS: The Escrow Agent shall maintain a separate account with each Subscriber and credit thereto the amounts received and collected by the Escrow Agent from or for or the account of such Subscriber pursuant to the provisions of the Subscription Agreement executed by such Subscriber. The Escrow Agent shall keep accurate books and records of all transactions hereunder. The Company shall have access to such books and records at all reasonable times.

4. RELEASE OF FUNDS: Upon receipt by the Escrow Agent of subscriptions for 2,000,000 shares ($100,000), the Escrow Agent shall forthwith notify in writing the Company and, thereafter, upon all funds being deemed "good funds" as determined by the Escrow Agent, the Escrow Agent shall pay over to the Company all funds in the escrow account. Any funds received thereafter by the Escrow, after the payment aforesaid, shall be immediately delivered to the Company. If subscriptions for a minimum of 2,000,000 Shares ($100,000) have not been received prior to the end of 90 days following the effective date of the Form SB-2 registration statement which said date maybe extended an additional 90 days by the Company (the "Termination Date") then the Escrow Agent shall refund to each Subscriber at the address appearing on the Subscription Agreement, or at such other address as shall be provided to the Escrow Agent by the Subscriber in writing, all sums paid by him pursuant to the subscription, without interest or deductions of any kind. Unless otherwise notified in writing, the Escrow Agent may conclusively consider the address appearing on the Subscription Agreement as the correct address of each Subscriber.

5.TERMINATION: This escrow and the obligations of the Escrow Agent hereunder shall cease upon the occurrence of any of the following events:

(a) the authorized payment by the Escrow Agent to the Company of all of the Escrow Funds without interest and the delivery to the Company of all related Subscription Agreements; or

(b) the return to each Subscriber of funds deposited in escrow by such Subscriber upon the Termination Date, if the Shares have not been fully subscribed for, or upon such earlier date on which the Escrow Agent has received notice from the Company that the Offering has been abandoned.

6. ESCROW AGENT'S LIABILITY: The Escrow Agent's obligations and duties in connection herewith are confined to those specifically enumerated in this Escrow Agreement. The Escrow Agent shall not be in any manner liable or responsible for the sufficiency, correctness, genuineness or validity of any instruments deposited with it or with reference to the form of execution thereof, or the identity, authority or rights of any person executing or depositing same, and the Escrow Agent shall not be liable for any loss that may occur by reason of forgery, false representation or the exercise of its discretion in any particular manner or for any other reasons, except for its own negligence or willful misconduct. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any Shares or Subscription Agreements or to pay or transfer any monies hereunder, unless the same have first been received by the Escrow Agent pursuant to the provisions of this Escrow Agreement. The Escrow Agent shall use reasonable diligence in the performance of his obligations hereunder, but shall not be liable for the default or misconduct of any agent or attorney appointed by it who is selected with reasonable care. The Escrow Agent shall be fully protected with respect to any action taken or suffered under this Escrow Agreement in good faith by it. The Escrow Agent shall not be bound or in any way affected by any Notice of any modification, cancellation, abrogation, or rescission of this Escrow Agreement, or of any fact or circumstance affecting or alleged to affect the rights or liabilities of the parties hereto other than as in this Escrow Agreement set forth, or affecting or alleged to affect the rights or liabilities of any other persons, unless signified to it in a writing, delivered to it, signed by all parties to this Escrow Agreement, and by all such other persons; nor, in the case of a modification, unless such modification shall be satisfactory to the Escrow Agent.

- 2 -

7. ESCROW AGENT'S FEE: The fee of the Escrow Agent is $ 100.00 plus disbursements. The fee agreed upon for or services rendered hereunder is intended as full compensation for the Escrow Agent's services as contemplated by this, Escrow Agreement.

IN WITNESS WHEREOF, the parties listed below have caused this Escrow Agreement to be executed as of the day and year first above written.

Escrow Agent

SIGNATURE STOCK TRANSFER, INC.

BY:"signed"

Jason Bogutski, President

Company

MEDUSA STYLE CORPORATION

By:"signed"

Coreena Hansen, President

- 3 -

EX-99

EXHIBIT 99.2

SUBSCRIPTION AGREEMENT

Medusa Style Corporation
580 Hornby Street
Suite 210
Vancouver, British Columbia
Canada V6C 3B6

Dear Sirs:

Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ________________ shares of Common Stock of Medusa Style Corporation (the "Company") at a price of $0.05 per Share (the "Subscription Price").

Purchaser hereby confirms the subscription for and purchase of said number of Shares and hereby agrees to pay herewith the Subscription Price for such Shares.

Purchaser further confirms that ______________ solicited him/her/it to purchase the shares of Common Stock of the Company and no other person participated in such solicitation other than _________________.

MAKE CHECK PAYABLE TO: SST ESCROW FOR MEDUSA STYLE CORPORATION

Executed this _____ day of ___________________, 2002.
__________________________________				___________________________________
__________________________________				Signature of Purchaser
_________________________________
Address of Purchaser
__________________________________
Printed Name of Purchaser
PLEASE ENSURE FUNDS ARE IN US DOLLARS
		X	$0.05		=	US$
Number of Shares Purchased								Total Subscription Price
Form of Payment:	Cash:_______		Check #: ______________				Other: ________________
MEDUSA STYLE CORPORATION
By: ________________________________________
Title: ______________________________________