U.S. SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                FORM 10-QSB

(Mark One)

     (X)     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   For the quarter ended September 30, 2001

     (  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                       Commission file no.:  000-31889

                            Bio-One Corporation
               --------------------------------------------
               (Name of small business issuer in its charter)

                Nevada                             65-0815746
                ------                            ---------
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)           Identification No.)

       310 Waymont Court, Suite 100
       Lake Mary, Florida                          32746
       ----------------------------             -----------
  (Address of principal executive offices)       (Zip Code)

                 Issuer's telephone number (407) 328-1611

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

                         Yes  _ X _   No _____


                   Copies of Communications Sent to:

         Newman & Pollock, LLP                  James G.Dodrill II, PA
         2600 N. Military Trail, Suite 270      3360 NW 53rd Circle
         Boca Raton, FL 33431                   Boca Raton, FL  33496
         Tel: (561) 997-9920                    Tel: (561) 862-0529
         Fax: (561) 241-4943`                   Fax: (561) 862-0927


           Number of outstanding shares of the Issuer's common stock
                   as of September 30, 2001: 12,611,272


<PAGE>                                 1


                             BIO-ONE CORPORATION

                                    Index

                                                                  Page
                                                                 Number
                                                                 ------
PART 1. FINANCIAL INFORMATION

     Item 1. Financial Statements

             Balance Sheets
              September 30, 2001 (Unaudited)
               and December 31, 2000                               3-4

             Statements of Operations
              Three months and nine months ended
               September 30, 2001 (Unaudited) and
               September 30, 2000 (Unaudited)                       5

             Statements of Cash Flows
               Nine months ended
               September 30, 2001 (Unaudited) and
               September 30, 2000 (Unaudited)                       6

             Notes to Financial Statements (Unaudited)              7

     Item 2. Management's Discussion and Analysis of
               Financial Condition and Results of Operations  	    8

PART II.                OTHER INFORMATION

                                      2


<PAGE>                                2



                                             PART I

Item 1.   Financial Statements




                                      BIO-ONE CORPORATION

                                        Balance Sheets
<TABLE>
<CAPTION>

                                            Assets
                                            ------



                                          December 31,              September 30, 2001
                                             2000                       (unaudited)
                                          ------------              ------------------
<S>                                       <C>                       <C>

Current assets:
        Cash and cash equivalents          $  19,832                      100,927
        Accounts receivable                    1,930                        2,841
        Inventories                           19,901                       20,926
                                          ------------              -------------
              Total current assets            41,663                      124,694

        Property and equipment, at cost, net
         of accumulated depreciation and
         amortization                         14,906                       22,919
        Deposits                               1,700                        1,700
                                          ------------              -------------
                TOTAL ASSETS              $   58,269                      149,313
                                          ============              =============



</TABLE>



See accompanying notes to financial statements.


                                      3


<PAGE>                                3



                             BIO-ONE CORPORATION

                               Balance Sheets
<TABLE>
<CAPTION>


                    Liabilities and Shareholders' Equity
                    ------------------------------------


                                                     December 31,              September 30, 2001
                                                        2000                      (unaudited)
                                                     ------------              ------------------
<S>                                                 <C>                       <C>

Current liabilities:
        Accounts payable                             $    30,160                    16,037
        Accrued expenses                                 203,468                   261,468
        Current installments of note payable             124,502                    74,502
                                                     ------------              ------------
                Total current liabilities                358,130                   352,007


        Shareholders' equity:
         Common stock - $.001 par value, authorized
         100 million shares; issued 9,844,999
         and 12,611,272 shares                             9,845                    12,611
         Additional paid in capital                      279,255                   899,589
         Accumulated deficit                            (588,961)               (1,114,894)
                                                    -------------              -------------
Total Shareholders' Equity                              (299,861)                 (202,694)
                                                    -------------              -------------
                                                     $    58,269                   149,313
                                                    =============              =============



</TABLE>




See accompanying notes to financial statements.


                                      4

<PAGE>                                4


                             BIO-ONE CORPORATION

<TABLE>
<CAPTION>

                           Statement of Operations


                                          Three Months Ended             Nine Months Ended
                                            September 30,                    September 30,
                                         2001           2001            2000          2001
                                      (Unaudited)  (Unaudited)      (Unaudited)  (Unaudited)
                                      -------------------------      ------------------------
<S>                                  <C>            <C>             <C>           <C>

Revenues:
  Net sales                           $   14,709        30,300           34,421        66,167
      Consulting fees                       -              -             18,958            -
                                       ----------   -----------        ---------      --------
                                          14,709        30,300           53,379        66,167

Costs and Expenses:
   Cost of goods sold                      3,834         5,570           18,021        26,027
   Selling, general and
    Administrative                       174,220       346,358          315,620       557,854
                                       ----------   -----------        ---------     ---------
                                         178,054       351,928          333,641       583,881
                                       ----------   -----------        ---------     ---------
     Operating income (loss)            (163,345)     (321,628)        (280,262)     (517,714)

Non-operating revenue (expense):
   Interest expense                         (977)       (2,390)          (1,070)       (8,219)
                                       ----------   -----------        ---------     ---------
    Income before income taxes          (164,322)     (324,018)        (281,332)     (525,933)

Provision for income taxes                  -             -                -             -
                                       ----------   -----------        ---------     ---------
    Net income                        $ (164,322)     (324,018)        (281,332)     (525,933)
                                      ===========   ===========        =========     =========

Basic earnings per share              $    (0.03)        (0.03)           (0.05)        (0.05)
                                      ===========   ===========        =========     =========

Diluted earnings per share            $    (0.03)        (0.03)           (0.05)        (0.05)

Weighted average number
 of shares outstanding                 5,064,500    11,534,135        5,017,800    10,494,737
                                     ============   ===========       ==========   ===========

</TABLE>

See accompanying notes to financial statements.


                                      5

<PAGE>                                5



                            BIO-ONE CORPORATION

<TABLE>
<CAPTION>


                          Statement of Cash Flows


                                                                  Nine Months Ended
                                                                       September 30,
                                                                 2000                 2001
                                                              (Unaudited)          (Unaudited)
                                                              ------------------------------
<S>                                                          <C>                   <C>

Cash flows from operating activities:
   Net loss                                                   $ (281,332)           (525,933)
   Adjustments to reconcile net income to net cash
    provide by operating activities:
       Depreciation and amortization                               1,200               3,000
       Common stock issued for services                              -               203,000
       Changes in operating assets and liabilities:
         Accounts receivable                                      (4,397)               (911)
         Inventories                                                (949)             (1,025)
         Accounts payable and accrued expenses                    92,583              43,877
         Other assets                                             (7,000)                -

                  Net cash used in operating activities       $ (199,895)           (277,992)
                                                            -------------           ------------
Cash flows from investing activities:
   Purchase of property and equipment                               (730)            (11,013)
                                                            -------------           ------------

                    Net cash used in investing activities           (730)            (11,013)
                                                            -------------           ------------
Cash flows from financing activities:
    Proceeds from sale of common stock                           102,100             320,100
    Payment of principal on note payable                             -               (25,000)
    Proceeds from note payable                                    99,502              75,000
                                                            -------------           ------------
                Net cash provided by financing activities        201,602             370,100

                    Increase in cash and cash equivalents            977              81,095
                                                            -------------           ------------
Cash and cash equivalents - beginning of period                       20              19,832

Cash and cash equivalents - end of period                     $      997             100,927
                                                            =============           ============

</TABLE>



See accompanying notes to financial statements.

                                      6

<PAGE>                                6


                            BIO-ONE CORPORATION

                       Notes to Financial Statements


(1)	Presentation of Unaudited Financial Statements
        ----------------------------------------------

     The unaudited financial statements have been prepared in accordance
     with rules of the Securities and Exchange Commission and, therefore,
     do not include all information and footnotes necessary for a fair
     presentation of financial position, results of operations and cash
     flows, in conformity with generally accepted accounting principles.
     The information furnished, in the opinion of management, reflects all
     adjustments (consisting only of normal recurring accruals) necessary
     to present fairly the financial position as of September 30, 2001, and
     results of operations and cash flows for the nine-month periods ended
     September 30, 2001 and 2000.  The results of operations are not
     necessarily indicative of results which may be expected for any other
     interim period, or for the year as a whole.

(2)	Sales to Major Customers
        ------------------------
     During the nine months ended September 30, 2001, three customers
     accounted for 48%, 24% and 18%, respectively, of total revenue.

(3)	Inventories
        -----------

     Inventories consist of the following:



                                                        September 30,
                                      December 31,          2001
                                         2000            (Unaudited)
                                      ------------      -------------



          Finished goods              $  19,901             20,926
                                      ============      =============



                                      7

<PAGE>                                7




Item 2. Management's Discussion and Analysis of Results of Operations.

General
-------
     	Bio-One Corporation, a Nevada corporation of which Crown
Enterprises, Inc., a Florida corporation ("Crown") is a wholly-owned
subsidiary  (collectively the "Company") relied upon Section 4(2) of
the Securities Act of 1933, as amended (the "Act") and Rule 506 of
Regulation D promulgated thereunder ("Rule 506") for several
transactions regarding the issuance of its unregistered securities.
In each instance, such reliance was based upon the fact that (i) the
issuance of the shares did not involve a public offering,  (ii) there
were no more than thirty-five  (35) investors (excluding "accredited
investors"),  (iii) each investor who was not an accredited investor
either alone or with his purchaser representative(s) has such
knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the prospective
investment, or the issuer reasonably  believes immediately prior to
making any sale that such  purchaser  comes  within this  description,
(iv) the offers and sales were made in compliance  with Rules 501 and
502, (v) the  securities were subject to Rule 144  limitations  on
resale and (vi) each of the  parties was a sophisticated  purchaser
and had full access to the  information  on the Company necessary to
make an informed investment decision by virtue of the due diligence
conducted  by  the  purchaser  or  available  to  the  purchaser
prior  to  the transaction (the "506 Exemption").

     	The Company relied upon Section 517.061(11) of the Florida Code
for several transactions.  In each case, the facts relied upon to make
the Florida Exemption applicable include the following:  (i) sales of
the shares of common stock were not made to more than 35 persons;
(ii) neither the offer nor the sale of any of the shares was
accomplished by the publication of any advertisement;  (iii) all
purchasers either had a preexisting personal or business relationship
with one or more of the executive officers of the Company or, by
reason of their business or financial experience, could be reasonably
assumed to have the capacity to protect their own interests in
connection with the transaction;  (iv) each purchaser  represented
that he was purchasing for his own account and not with a view to or
for sale in connection with any  distribution of the shares;  and (v)
prior to sale,  each  purchaser  had  reasonable  access to or was
furnished all material books and records of the Company,  all material
contracts and documents relating to the proposed  transaction,  and
had an  opportunity  to question the executive  officers of the
Company.  Pursuant to Rule 3E-500.005, in offerings made under Section
517.061(11) of the Florida Statutes, an offering memorandum is not
required; however each purchaser (or his representative) must be
provided with or given reasonable access to full and fair disclosure
of material information.  An issuer is deemed to be satisfied if such
purchaser or his representative has been given access to all material
books and records of the issuer; all material contracts and documents
relating to the proposed transaction; and an opportunity to question
the appropriate executive officer.  In the regard, the Company
supplied such information and was available for such questioning (the
"Florida Exemption").

    	 In January 2001, the Company entered into a consulting
agreement with Irwin Newman.  Mr. Newman's objectives under the
agreement are to assist us in capital raising, revenue building and by
counseling management.  In July 2001, the Company issued 285,624
shares and 31,735 shares of its restricted common stock to Mr. Newman
and Mr. Jeffrey Gerstein respectively, in compliance with this
agreement.  For such offering, the Company relied upon the 506
Exemption and the Florida Exemption.  Subsequently, in further

                                      8

<PAGE>                                8

compliance with this agreement, we issued Mr. Newman an additional
24,056 shares and Mr. Gerstein an additional 2,673 shares.

    	 In May 2001, the Company issued 100,000 shares of its common
stock and a warrant to purchase an additional 100,000 shares of its
common stock at an exercise price of $0.29 to Arthur Szatkowski for
$25,000.  The warrants expire June 22, 2002. For such offering, the
Company relied upon the 506 Exemption and the Florida Exemption.

     	In June 2001, the Company issued 10,000 shares of its common
stock to Curt Jones, who served as a financial consultant to the
Company.  For such offering, the Company relied upon the 506 Exemption
and the Florida Exemption.

     	In June 2001, the Company issued 2,000 shares of its common
stock to Charles A.  Gaudio & MaryAnn Gaudio JTWROS for services in
connection with production of the Company's website. For such
offering, the Company relied upon the 506 Exemption and the Florida
Exemption.

    	In July 2001, the Company filed a Registration Statement on
Form S-8 to register its Year 2001 Employee/Consultant Stock
Compensation Plan. The Company registered 250,000 shares of its common
stock, all of which was issued to Donald F. Mintmire for legal fees.

     	In July 2001, the Company announced the formation of its
management team in a press release dated July 17, 2001. The release
may have been misleading, as a portion of the management team has been
selected  by the  Company's  current officers and directors, but as of
yet has not been installed.

	In August 2001, the Company issued 416,667 shares of its common
stock to JohnM. Moxen upon the conversion of Mr. Moxen's promissory
note dated May 25, 2001.  For such offering, the Company relied upon
the 506 Exemption and the Florida Exemption

	In August 2001, the Company issued 50,000 shares of its common
stock to each of Richard Friedman and Jeffrey Markowitz for services
in connection with certain financial advisory services rendered to the
Company.  For such offering, the Company relied upon the 506 Exemption
and the Florida Exemption.

	In August 2001, the Company issued 46,296 shares of its common
stock to each of Gloria Burkholder, Julie Gingrich and Sherry Schrock
upon the conversion of Margaret Schrock's promissory note dated
December 5, 2000.  For such offering, the Company relied upon the 506
Exemption, the Florida Exemption and filed required documents in Iowa
pursuant to an exemption from registration.

	In September 2001, the Company issued 100,000 shares of its
common stock to Robert Gingras upon the exercise of a warrant to
purchase shares of its common stock at an exercise price of $0.25 per
share, for a cumulative purchase price of $25,000.  For such offering,
the Company relied upon the 506 Exemption and the Florida Exemption.

	In September 2001, the Company issued 90,000 shares of its
common stock to the Margaret F. Schrock Family Trust upon the exercise
of a warrant to purchase shares of its common stock at an exercise

                                      9

<PAGE>                                9


price of $0.29 per share, for a cumulative purchase price of $26,100.
For such offering, the Company relied upon the 506 Exemption and the
Florida Exemption.


Discussion and Analysis
-----------------------

     	The following discussion and analysis should be read in
conjunction with the Company's financial statements and the
accompanying notes appearing subsequently under the caption "Financial
Statements." The following discussion and analysis contains forward-
looking statements, which involve risks and uncertainties in the
forward-looking statements.  The Company's actual results may differ
significantly from the results, expectations and plans discussed in
the forward- looking statements.

     	The Company's growth is expected to come primarily from the
private label manufacture and wholesale distribution of human and
animal health supplements and supply of ingredients (nutraceutical
based health supplements) for inclusion in health supplements.  This
pattern of growth will closely correlate to increases in the Company's
health supplement manufacturing and distribution capacity and its
development of proprietary health supplement technologies.

     	On May 30, 2000, the Company acquired Crown.  By acquiring
Crown, a "cottage" private label distributor of health supplements,
the Company acquired technology and a proprietary nutritional
supplements product line. The operation produced only nominal revenues
in 1999.   Operations for private label manufacturing and distribution
are expected to begin after raising the funds necessary to purchase an
existing manufacturing facility and a distribution company.  Company
management estimates that $20 million will be needed to purchase both
facilities.  The Company expects to raise the funds needed through
private placement efforts through the investment community.  The
Company is currently in negotiations with funding sources, although no
commitments have been made.  The Company has also begun talks with two
(2) possible acquisition candidates, although no binding agreement has
been made.

     	In addition to private label distribution, the Company also
benefitted from its development of its Live Blood Cell Analysis
program the second half of 1999 and first half of 2000.  The Company
conducted extensive experimentation to develop the trademarked GREEN
PEARLS(TM) product line and the process for the capsuling of BLUE
GREEN ALGAE FROM UPPER LAKE KLAMATH with extended shelf-life. GREEN
PEARLS(TM) is a unique natural food source, which is a standard health
food supplement for maintaining individual health. By mid-1999, the
Company had perfected a process for producing GREEN PEARLS(TM) with a
two  (2) year shelf-life.  The Company began distribution of GREEN
PEARLS(TM) to several customers in the second quarter of 1999.

     	Since acquiring Crown, the Company has begun to make
preparations for a period of growth, which may require it to
significantly increase the scale of its operations.  This increase
will include the hiring of additional personnel in all functional
areas and will result in significantly higher operating expenses.  The
Company expects that the increase in operating expenses will be
matched by a concurrent increase in revenues.  However, the Company's
net loss may continue even if revenues increase and operating expenses

                                      10

<PAGE>                                10


may still continue to increase.  Expansion of the Company's operations
may cause a significant strain on the Company's management, financial
and other resources.  The Company's ability to manage recent and any
possible future growth, should it occur, will depend upon a
significant expansion of its accounting and other internal management
systems and the implementation and subsequent improvement of a variety
of systems, procedures and controls.  There can be no assurance that
significant problems in these areas will not occur.  Any failure to
expand these areas and implement and improve such systems, procedures
and controls in an efficient manner at a pace consistent with the
Company's business could have a material adverse effect on the
Company's business, financial condition and results of operations.  As
a result of such expected expansion and the anticipated increase in
its operating expenses, as well as the difficulty in forecasting
revenue levels, the Company expects to continue to experience
significant fluctuations in its  revenues, costs and gross margins,
and therefore its results of operations.


Results of  Operations  - For the Three Months Ending September 30, 2001
------------------------------------------------------------------------
and September 30, 2000
----------------------


Financial Condition, Capital Resources and Liquidity
----------------------------------------------------

     	For the 3rd quarter ended September 30, 2001 and September 30,
2000, the Company recorded revenues of $30,300 and $14,709
respectively.

     	For the 3rd quarter ended September 30, 2001 and September 30,
2000, the Company had selling, general and administrative expenses and
total operating expenses of $346,358 and  $174,220  respectively.
This increase of  $172,138 or nearly 99% was due to employment
contract fees accrued for the Company's  management as well as legal,
accounting and consultants' expenses.

     	For the 3rd quarter ended September 30, 2001 and September 30,
2000, the cost of goods sold was $5,570 and $3,834 respectively.


Net Losses
----------

     	For the 3rd quarter ended September 30, 2001 the Company
reported a net loss of $324,018.  For the 3rd quarter ended September
30, 2000 the Company reported a net loss of $164,322. The increased
loss is primarily due to employment contract fees accrued for the
Company's management as well as legal, accounting and consultants'
expenses.

     	The ability of the Company to continue as a going concern is
dependent upon increasing sales and obtaining additional capital and
financing.  The Company is currently seeking financing to allow it to
continue its planned operations and is presently negotiating
investment terms and conditions.


Employees
---------

     	At September 30, 2001, the Company employed two (2) persons.
Neither of these employees are represented by a labor union for
purposes of collective bargaining.  The Company considers its

                                      11

<PAGE>                                11

relations with its employees to be excellent.  The Company plans to
employ additional personnel as needed upon product rollout to
accommodate fulfillment needs.


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

     	Health Supplement Development:  The Company develops products
requested by customers, and/or develops new product concepts that it
licenses to customers. The Company also actively seeks and reviews new
nutraceutical materials and delivery technologies developed by
independent researchers.   There is no assurance that this research
and development effort will result in marketable products or services.


Forward-Looking Statements
--------------------------

     	This Form 10-QSB includes  "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of historical facts, included or
incorporated by reference in this Form 10-QSB which address
activities, events or developments which the Company expects or
anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof),
expansion and growth of the Company's business and operations, and
other such matters are forward-looking statements.  These statements
are based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However,
whether actual results or developments   will conform with the
Company's expectations and predictions is subject to a number of risks
and uncertainties, general economic market and business conditions;
the business opportunities (or lack thereof) that may be presented to
and pursued by the Company; changes in laws or regulation; and other
factors, most of which are beyond the control of the Company.

     	Consequently, all of the forward-looking statements made in
this Form 10-QSB are qualified by these cautionary statements and
there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially
realized, that they will have the expected consequence to or effects
on the Company or its business or operations.


                                      12

<PAGE>                                12



                                   PART II

Item 1.  Legal Proceedings.

     	The Company knows of no legal proceedings to which it is a
party or to which any of its property is the subject which are
pending, threatened or contemplated or of any unsatisfied judgments
against the Company.


Item 2. Changes in Securities and Use of Proceeds

        None.


Item 3. Defaults in Senior Securities

        None


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

     	No matter was submitted during the quarter ending September 30,
2001, covered by this report to a vote of the Company's shareholders,
through the solicitation of proxies or otherwise.


Item 5. Other Information

        None.


Item 6. Exhibits and Reports on Form 8-K

   (a) The exhibits required to be filed herewith by Item 601 of
Regulation S-B, as described in the following index of exhibits, are
incorporated herein by reference, as follows:

3.(i).1  [1]      Articles of Incorporation of Bio-One Corporation
                  filed February 24, 1998.

3.(i).2  [1]      Certificate of Amendment of Articles of
                  Incorporation increasing authorized capital stock filed
                  August 7, 2000.

3.(ii).1 [1]      Bylaws of Bio-One Corporation

4.1      [1]      Form of Private Placement Offering of 1,600,000
                  common shares at $0.01 per share.

4.2      [1]      Promissory Note in favor of Kevin Thomas dated
                  August 8, 2000.

                                      13


<PAGE>                                13



4.3      [2]      Convertible Note in favor of Margaret Schrock dated
                  December 5, 2000.

10.1     [1]      Share Exchange Agreement between the Company and
                  Crown Enterprises, Inc. dated May 20, 2000.

10.2     [1]      Employment Agreement between the Company and Armand
                  Dauplaise dated May 30, 2000.

10.3     [1]      Employment Agreement between the Company and Kevin
                  Lockhart dated May 30, 2000.

10.4     [1]      Lease Agreement between Crown Enterprises and Daniel
                  Jack Co. dated August 15, 2000.

10.5     [2]      Removed.

10.6     [3]      Bio-One Corporation Year 2001  Employee/Consultant
                  Stock Compensation Plan.

10.7     [4]      Consulting Agreement between the Company and Irwin
                  Newman dated January 17, 2001.

10.8     [5]      Consulting Agreement between the Company and Frank
                  Clark dated ______.

23.1     [3]      Consent of Parks, Tschopp, Whitcomb  & Orr, P.A.

-------------------------------------------------


[1]  Incorporated herein by reference to the Company's Registration
     Statement on Form 10-SB filed November 3, 2000.

[2]  Incorporated herein by reference to the Company's amended
     Registration Statement on Form 10-SB filed January 5, 2001.

[3]  Incorporated herein by reference to the Company's Registration
     Statement on Form S-8 filed July 20, 2001.

[4]  Incorporated herein by reference to the Company's Form 10-QSB for
     the quarter ended June 30, 2001, filed August 14, 2001.

[5]  Filed herewith.

     (b) No reports on Form 8-K have been filed.


                                      14

<PAGE>                                14



                                  SIGNATURES
                           ------------------------

         In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                      Bio-One Corporation
                                      -------------------
                                         (Registrant)


        Date: November 13, 2001        By: /s/ Armand Dauplaise
                                      ------------------------
                                      Armand Dauplaise, President and Chairman


                                      By: /s/ Kevin Lockhart
                                      ----------------------
                                      Kevin Lockhart, Secretary




                                      15

<PAGE>                                15