FORM 10-QSB

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

(Mark One)

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

          For the quarterly period ended September 30, 1998
                                         ------------------

                                  OR

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

          

               Commission file number     0-24829
                                     ----------------

                        FULL TILT SPORTS, INC.
                        ----------------------
        (Exact name of registrant as specified in its charter)

         Colorado                                          84-1416864
-------------------------------                       -------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

5525 Erindale Drive, Suite 201, Colorado Springs, Colorado        80918
----------------------------------------------------------     ----------
(Address of principal executive offices)                       (Zip Code)

                            (719) 260-8509
                    --------------------------------
         (Registrant's telephone number, including area code)

  ---------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since
   last report)

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.  Yes        No  XX
          ----       ----

                APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.

      Class of Stock                          Amount Outstanding
     ----------------                        --------------------
     $.001 par value                     3,126,261 shares outstanding
      Common Stock                           at December 7, 1998



<PAGE>
                     FULL TILT SPORTS, INC.



                             Index

                                                             Page
                                                             ----
Part I - FINANCIAL INFORMATION


     Item 1.   Financial Statements...........................1-7
          
     Item 2.   Management's Discussion and Analysis Or
               Plan of Operation..............................8-9

Part II - OTHER INFORMATION....................................10

SIGNATURES.....................................................11



                                  ii



<PAGE>
Full Tilt Sports, Inc.
(A Development Stage Company)
Balance Sheets
________________________________________________________________________
                                                   Unaudited     Audited
                                                   September    December
                                                    30, 1998    31, 1997
ASSETS                                             ---------    --------
 
Current Assets
   Cash                                             $157,867     $26,291
   Inventory                                           1,363           0
   Stock Subscriptions Receivable                          0      10,000
   Deposits                                               50          50
                                                          --          --

Total Current Assets                                 159,280      36,341
                                                     -------      ------
Property, Plant, and Equipment
   Furniture and Equipment                             6,845       2,396
                                                       -----       -----

Total Property, Plant, and Equipment                   6,845       2,396
   Less Accumulated Depreciation                      (1,754)       (799)
                                                       -----         ---

Net Property, Plant, and Equipment                     5,091       1,597
                                                       -----       -----
Other Assets
   Organizational Costs (Less amortization of $190
   and $76)                                              571         686
                                                         ---         ---

TOTAL ASSETS                                         164,942      38,624
                                                     =======      ======


LIABILITIES
 
Current Liabilities
   Accounts Payable                                   13,752      16,043
   Accrued Salaries                                    2,500       2,500
   Other Accrued Expenses                              1,838       2,693
                                                       -----       -----

Total Current Liabilities                             18,090      21,236
                                                      ------      ------

 
STOCKHOLDERS' EQUITY
 
   Preferred Stock [Authorized 5,000,000 Shares,
     Par Value $.01; 50,000 Shares Issued And
     Outstanding (Unaudited); 0 Shares Issued and
     Outstanding (Audited)]                              500           0
 
   Common Stock [Authorized 25,000,000 Shares, Par
     Value $.001; 3,126,261 Shares Issued and
     Outstanding (Unaudited); 3,500,000 Shares
     Issued and Outstanding (Audited)]                 3,126       3,500
 
   Additional Paid In Capital                        330,707      66,500
 
   Retained Deficit                                 (187,481)    (52,612)
                                                     -------      ------

Total Stockholders' Equity                           146,852      17,388
                                                     -------      ------

TOTAL LIABILITES AND STOCKHOLDERS' EQUITY           $164,942     $38,624
                                                    ========     =======


  The Accompanying Notes Are An Integral Part Of These Financial Statements.



                                  1



<PAGE>
Full Tilt Sports, Inc.
(A Development Stage Company)
Income Statements
________________________________________________________________________________
                                      Unaudited      Unaudited       Unaudited
                                      Nine Month    June 30, 1997  June 30, 1997
                                    Interim Period   (Inception)     (Inception)
                                        Ended          Through         Through
                                       September      September       September
                                        30, 1998       30, 1997        30, 1998
                                        --------       --------        --------

REVENUE                                     $5,128             $0        $5,128
                                            ------             --        ------

COST OF GOODS SOLD                           4,622              0         4,622
                                             -----              -         -----

GROSS PROFIT                                   506              0           506
                                               ---              -           ---

GENERAL AND ADMINISTRATIVE EXPENSES
   Advertising                              18,522            350        18,872
   Amortization                                114              0           190
   Bank Charges                                 75            160           235
   Administrative Services                  22,500          2,500        25,000
   Depreciation                                956              0         1,755
   Design Expense                            2,440              0         2,440
   Entertainment                               953             87           953
   Filing and Recording Fees                     0            251           251
   Offering Expense                              0         14,877        14,877
   Office Expense                            3,309            462         4,960
   Payroll Tax                               3,934            256         5,700
   Professional Fees                        15,695          4,262        24,171
   Promotion Expense                        13,827              0        13,827
   Salary                                   45,000          5,000        65,000
   Samples Expense                             483              0           483
   Sponsorships                              5,287              0         5,287
   Telephone                                 3,072            397         4,347
   Travel                                    1,113              0         1,479
                                             -----              -         -----

Total General and Administrative Expense   137,280         28,602       189,827
                                           -------         ------       -------

INCOME (LOSS) FROM OPERATIONS             (136,774)       (28,602)     (189,321)
                                           -------         ------       -------

OTHER INCOME (EXPENSE)
   Interest Income                           1,998              0         1,998
   Interest (Expense)                          (93)           (55)         (158)
                                                --             --           ---

Total Other Income (Expense)                 1,905            (55)        1,840
                                             -----             --         -----

INCOME (LOSS) BEFORE TAXES                (134,869)       (28,657)     (187,481)
                                           -------         ------       -------

   Provision for Income Taxes                    0              0             0
                                                 -              -             -

NET (LOSS)                               ($134,869)      ($28,657)    ($187,481)
                                          ========        =======      ========

Basic (Loss) Per Common Share               ($0.04)        ($0.01)
 
Weighted Average Shares Outstanding      3,708,753      3,300,000
                                         =========      =========
 
  The Accompanying Notes Are An Integral Part Of These Financial Statements.



                                  2



<PAGE>
Full Tilt Sports, Inc.
(A Development Stage Company)
Income Statements
____________________________________________________________________________ 
                                                  Unaudited       Unaudited
                                                 Three Month    Three Month
                                                Interim Period Interim Period
                                                    Ended            Ended
                                                  September        September
                                                   30, 1998        30, 1997
                                                   --------        --------

REVENUE                                                   $835             $0
                                                          ----             --

COST OF GOODS SOLD                                         621              0
                                                           ---              -

GROSS PROFIT                                               214              0
                                                           ---              -

GENERAL AND ADMINISTRATIVE EXPENSES
   Advertising                                             294            350
   Amortization                                             38              0
   Bank Charges                                             75            160
   Administrative Services                               7,500          2,500
   Depreciation                                            556              0
   Entertainment                                             0             87
   Filing and Recording Fees                                 0            251
   Offering Expense                                          0         14,877
   Office Expense                                        2,014            462
   Payroll Tax                                             956            256
   Professional Fees                                    11,591          4,262
   Promotion Expense                                     3,600              0
   Salary                                               15,000          5,000
   Samples Expense                                         318              0
   Telephone                                             1,691            397
 
Total General and Administrative Expense                43,633         28,602
                                                        ------         ------

INCOME (LOSS) FROM OPERATIONS                          (43,419)       (28,602)
                                                        ------         ------

OTHER INCOME (EXPENSE)                             
   Interest Income                                       1,826              0
   Interest (Expense)                                      (38)           (55)
                                                            --             --

Total Other Income (Expense)                             1,788            (55)
                                                         -----             --

INCOME (LOSS) BEFORE TAXES                             (41,631)       (28,657)
                                                        ------         ------
   Provision for Income Taxes                                0              0
 
NET (LOSS)                                            ($41,631)      ($28,657)
                                                       =======        =======
 
  The Accompanying Notes Are An Integral Part Of These Financial Statements.



                                  3



<PAGE>

<TABLE>

Full Tilt Sports, Inc.
(A Development Stage Company)
Statement of Shareholders Equity
_______________________________________________________________________________________________________________________________
<CAPTION>

                                                                        Preferred Stock    Common Stock
                         Number of   Number of                          Capital Paid       Capital Paid
                           Common    Preferred   Preferred     Common   In Excess Of       In Excess Of  Accumulated
                           Shares      Shares      Stock       Stock     Par Value           Par Value   (Deficit)        Total
 
<S>                      <C>         <C>         <C>           <C>      <C>                <C>           <C>              <C>
Balance at
June 30, 1997                    0           0          $0         $0               $0               $0           $0         $0
 
Issuance Of Common Stock
 
July 5, 1997 For Cash
@ $.0071 Per Share       2,800,000           0                  2,800                            17,200                  20,000
July 7, 1997 For Cash
@ $.02 Per Share           500,000           0                    500                             9,500                  10,000
 
December 1997 For Cash
@ $.20 Per Share           200,000                                200                            39,800                  40,000
                                                                                         
Net (Loss)
December 31, 1997                                                                                             (52,612)  (52,612)
                         ---------   ---------   ---------  ---------        ---------        ---------      ---------  --------
Balance At
December 31, 1997        3,500,000           0           0      3,500                0           66,500       (52,612)   17,388
 
April 14, 1998 For Cash
@ $1 Per Share                          50,000         500          0           49,500                                   50,000
                                                                                                                         
Private Stock Offering:
June 30, 1998 For Cash
@ $1 Per Share             211,400                                211                           211,189                 211,400
(Less Deferred Offering
Costs)                                                                                          (11,928)                (11,928)
 
June 30, 1998 Services
Valued @ $1 Per Share       14,861                                 15                            14,846                  14,861
                                                                                  
August 1, 1998 Cancelled
Shares @ $.001 Per Share  (600,000)                              (600)                              600                       0

Unaudited (Loss) At
September 30, 1998                                                                                           (134,869) (134,869)
                         ---------   ---------   ---------   ---------       ---------         ---------     --------- ---------
Unaudited Balance at
September 30, 1998       3,126,261      50,000        $500     $3,126          $49,500         $281,207     ($187,481) $146,852
                         =========      ======        ====     ======          =======         ========     ========== ========
</TABLE>
  
   The Accompanying Notes Are An Integral Part Of These Financial Statements.



                                  4


 
<PAGE> 
Full Tilt Sports, Inc.
(A Development Stage Company)
Statements of Cash Flows
 
                                           Unaudited   Unaudited    Unaudited
                                          Nine Month June 30, 1998 June 30, 1997
                                        Interim Period (Inception)  (Inception)
                                              Ended      Through      Through
                                            September   September    September
                                             30, 1998    30, 1997     30, 1998
                                             --------    --------     --------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (Loss)                        ($134,869)   ($28,657)    ($187,481)
Adjustments to Reconcile Net Loss to Net
Cash Provided By Operating Activities
 
Items Not Affecting Cash Flows:
   Depreciation Expense                           955           0         1,755
   Amortization Expense                           114           0           190
 
   (Increase) In Accounts Receivable                0        (568)            0
   (Increase) Decrease In Stock
   Subscriptions Receivable                    10,000           0             0
   (Increase) Decrease In Inventory            (1,363)          0        (1,363)
   (Increase) In Other Assets                       0         (50)         (812)
   Increase (Decrease) In Accounts Payable     (2,291)      8,137        13,752
   Increase (Decrease) In Accrued Salaries          0       2,500         2,500
   Increase (Decrease) In Other Accrued
   Expenses                                      (854)        824         1,838
 
Net Cash Used By Operating Activities        (128,308)    (17,814)     (169,621)
                                              -------      ------       -------
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of Equipment                       (4,449)          0        (6,845)
                                                -----           -         -----

Net Cash Used By Investing Activities          (4,449)          0        (6,845)
                                                -----           -         -----

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of Common Stock                   214,333      30,000       284,333
   Issuance of Preferred Stock                 50,000           0        50,000
                                               ------           -        ------

Net Cash Provided By Financing Activities     264,333      30,000       334,333
                                              -------      ------       -------

Net Increase In Cash                          131,576      12,186       157,867
 
Cash At Beginning Of Year                      26,291           0             0
                                               ------           -             -

Cash At End Of Year                          $157,867     $12,186      $157,867
                                             ========     =======      ========
 
Non-Cash Activities:
 
Common Stock Issued For Services             $14,861           $0       $14,861
                                             =======           ==       =======
 
 
  The Accompanying Notes Are An Integral Part Of These Financial Statements.



                                  5


<PAGE>
Full Tilt Sports, Inc.
Notes to the Unaudited Financial Statements
For the Nine Month Period Ended September 30, 1998
--------------------------------------------------

Note 1 - Unaudited Financial Information
----------------------------------------

The  information furnished herein was taken from the books and records
of  the Company without audit.  The Company believes, however, that it
has made all adjustments necessary to reflect properly the results  of
operations for the nine month interim period ended September 30, 1998.
The adjustments consist only of normal reoccurring accruals.  However,
the  results  of  operations for the nine month interim  period  ended
September 30, 1998 are not necessarily indicative of the results to be
expected for the fiscal year ending December 31, 1998.

Note 2 - Financial Statements
-----------------------------

Management has elected to omit substantially all footnotes relating to
the  condensed  financial statements of the Company included  in  this
Report.   For  a complete set of footnotes, reference is made  to  the
Company's Registration Statement on Form 10-SB dated August  24,  1998
as  filed with the Securities and Exchange Commission and the  audited
financial statements included therein.

Note 3 - Stock Offering
-----------------------

In  April  1998, the Company offered to sell up to 50,000  units  (the
"Units")  at  $10.00 per Unit, or $1.00 per share, on a  best  efforts
basis.   Each Unit is comprised of 10 shares of $.001 par value Common
Stock  and  5  Common  Stock purchase warrants (the  "Warrants").  The
Warrants can be exercised at anytime after the offering to purchase  1
share  of  Common Stock for $2.00 until April 30, 1999.   The  minimum
offering  was 15,000 Units and the maximum offering was 50,000  Units,
for  a  total  offering  of  $500,000.  The  shares  of  Common  Stock
contained  in  the  Units were issued pursuant to  an  exemption  from
registration  under Section 3(b) and Regulation D, Rule  504,  of  the
Securities   Act  of  1933,  as  amended,  and  to  an  exemption   to
registration provided by state securities law.

In  June  1998,  the Company completed the offering  and  sold  21,140
Units,  including 211,400 shares of Common Stock and 105,700  Warrants
for  $211,400.  After deferred offering costs of $11,121, the  Company
netted $200,068 from the offering.

In  June 1998, the Company issued 14,861 shares of Common Stock valued
at $1 per share for services rendered to the Company.

Note 4 - Preferred Stock
-------------------------

In  April  1998,  the Articles of Incorporation of  the  Company  were
amended to authorize the issuance of 150,000 shares of Series A Voting
Convertible  Preferred  Stock to be issued at the  discretion  of  the



                                  6



<PAGE>
Board  of Directors for $1 per share.  The Series A Voting Convertible
Preferred  Stock has preferential fixed dividends at the rate  of  10%
per  annum  ($.10 per year) pro rated to the date of issuance,  for  a
period  of  24  months after issuance, payable annually on  or  before
December  31 of each such calendar year before any dividend  shall  be
declared,  or paid upon or set apart for the Common Stock.   Beginning
on the first day of the 25th month and continuing until the expiration
of  60 months from the date of issuance, unless sooner converted,  the
dividend  shall  be calculated as 3.75% of the "net  profits"  of  the
Company and payable annually on or before 90 days from the closing  of
the  Company's fiscal year.  The Series A Voting Convertible Preferred
Stock automatically converts to Common Stock in 5 years from the  date
of  issuance.   The conversion rate will be subject to adjustments  in
certain events, including stock splits and dividends.

On  April  14,  1998,  the  Company sold 50,000  shares  of  Series  A
Preferred Stock for $50,000 or $1.00 per share.

Note 5 - Subsequent Events
--------------------------

The  Company  is  negotiating for endorsement  agreements  with  three
professional athlete members of the Denver Broncos football team.   If
successful,  the  endorsing athletes shall receive  shares  of  Common
Stock  of  the Company in exchange for appearances and endorsement  of
the Company's products for a one year term.



                                 7



<PAGE>
                     FULL TILT SPORTS, INC.

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

Introduction

     Certain  statements contained herein constitute "forward  looking
statements"  within  the meaning of the Private Securities  Litigation
Reform  Act of 1995.  Such forward looking statements include, without
limitation,  statements  regarding  the  Company's  plan  of  business
operations,  potential contractual arrangements, anticipated  revenues
and related expenditures.  Factors that could cause actual results  to
differ  materially include, among others, the following: acceptability
of the Company's products in the retail market place, general economic
conditions,  tax  legislation  and the overall  state  of  the  retail
clothing  industry.  Most of these factors are outside the control  of
the  Company.   Investors are cautioned not to put undue  reliance  on
forward   looking  statements.   Except  as  otherwise   required   by
applicable  securities statutes or regulations, the Company  disclaims
any  intent  or  obligation to update publicly these  forward  looking
statements, whether as a result of new information, future  events  or
otherwise.

Liquidity and Capital Resources
     
     Full  Tilt  Sports,  Inc. (the "Company") completed  two  private
placements during the nine months ended September 30, 1998.  In April,
the  Company sold 50,000 shares of a newly created series of Preferred
Stock  to  a single, accredited investor in a transaction exempt  from
the registration requirements of the 1933 Act.  The Series A Preferred
Stock  was   issued  at  a  price of $1  per  share  and  maintains  a
preference  in  liquidation  over the Common Stock  equal  to  $1  per
share.   The  holders of the Preferred Stock will also  share  in  any
profits of the Company beginning 2 years after issuance, if not sooner
converted.

     The  Company also completed a private placement to a small  group
of  investors pursuant to Regulation D, Rule 504 of the 1933 Act.  The
Company  sold  an  aggregate of 21,140 units ("Units")  for  aggregate
gross  proceeds of $211,400.  Each Unit sold in the offering consisted
of 10 shares of Common Stock and 5 Common Stock Purchase Warrants (the
"Warrants").  Each Warrant, in turn, enables the holder to acquire  an
additional share of Common Stock for an exercise price of $2 per share
through  and  including  April 30, 1999.  As a  result  of  these  two
offerings,  the  Company received $265,140 from financing  activities,
which  offset the $128,308 in cash used in operations during the nine-
month period.

     Total shareholder's  equity has  increased from $17,388 at fiscal
year   end  to  $146,852  as  of  September  30,  1998  due   to   the
abovementioned private placements.  From fiscal year end December  31,
1997  to  September  30,  1998, the working  capital  of  the  Company
increased  an aggregate of $126,085 as a result of cash raised in  the
above  mentioned  private  placements.  At September  30,  1998,   the
Company  had   working capital of $141,190, consisting of $159,280  of
current assets and $18,090 of current liabilities.

     The  Company's  liquidity  is high,  with  total  current  assets
comprised  of $157,867 in cash and $1,363 in inventory, since  it  has
not yet incurred significant expenses or cash outlays in the promotion



                                 8



<PAGE>
or  production of its products.  However, the Company's  expenses  are
expected to increase as the Company engages in increased marketing and
promotion   of  its  products.  It  is  also  anticipated  that   cash
requirements  for inventory will increase as orders for the  Company's
products are received.

     The Company shall attempt to conserve its cash by making payments
in  stock  in  limited circumstances.  The Company may  use  stock  to
compensate  professional athletes who endorse the  Company's  products
and  is  in the process of negotiating those agreements.  However,  to
meet  the anticipated cash demands for the purchase of inventory,  the
Company  is  negotiating for a line of credit,  which  shall  also  be
useful  to  demonstrate  the  financial strength  of  the  Company  to
potential purchasers of its products.

     The Company's operations presently continued to use  cash, rather
than provide cash from operations.  Nonetheless, management is of  the
opinion  that the Company has sufficient working capital  to  continue
for the next twelve months.  However, thereafter additional cash shall
be   required.   Therefore,  the  Company  will  remain  dependent  on
obtaining additional assets and achieving profitable operations and/or
obtaining additional debt or equity financing to continue as  a  going
concern.

     
Results of Operations
     
     During  the  nine  month  period ended September  30,  1998,  the
Company  realized  a  net loss of $134,869 (or  $0.04  per  share)  on
revenues  of $5,128, compared to a net loss of $28,657 and no  revenue
for  the fiscal  period  June  30,  1997  through  September 30, 1997.
Revenues increased from  prior fiscal period ended September 30, 1997,
to the nine  month period  ended September 30, 1998 due to sale of the
Company's products at several promotional events, as well as the prior
period being shorter and the Company being relatively  inactive during
this period.

     The Company  was  incorporated and started operations on June 30,
1997.  Accordingly,  the  nine-month fiscal  period  through September
30, 1998 is compared to the three-month  fiscal period  from  June 30,
1997 (date of  inception) through  September 30, 1997.  As  the  prior
period was  of a shorter  duration  and  the  Company  was  relatively
inactive during  this period, expenses  during the  prior  period were
significantly less than the latter period.

     During  the  prior  fiscal period  ended  September 30, 1997, the
Company  was  only  engaged  in   developing  its  products, exploring
manufacturing options and  test  marketing  its product.  In the first
three quarters of 1998, the Company became  more aggressive in product
promotion, as reflected in the significant  increases in advertisement
and promotion expenses.  Advertising increased from $350 to $18,522 in
the first three quarters of  fiscal 1998.  This  increased advertising
expense  was   due  primiarily  to  radio  advertisements.   Promotion
expenses  increased from  $0 to $13,827  during  this  period as well.
These increased expenses associated  with advertisement  and promotion



                                 9



<PAGE>
are considered by management to  be normal  anticipated start-up costs
associated with selling a new product line in the retail market.

     Expenses  associated with  overhead also increased from the prior
fiscal period  ended  September 30,  1997 to  first  three quarters of
fiscal  1998.  This  increase   was  anticipated  as the  Company  was
relatively   inactive  during  the  period.   Administrative  services
increased approximately $20,000 from the prior  fiscal period.  During
the prior period, the Company's  employees  were  only  employed part-
time.  Therefore,  salaries increased   $5,000 to  $45,000  during the
later   period   as  full   time  employment  was  implemented.  These
additional expenses in the latter period  caused the Company to have a
net  loss of  $28,657  for prior  fiscal  period, when  the  Company's
activities were limited.

     Management  anticipates  that the Company  will  continue  losses
until  such time, if ever, the Company generates revenues from  retail
sales in an amount adequate to cover expenses.

                  PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

          No report required.

Item 2.  Changes in Securities.

          No report required.

Item 3.  Defaults Upon Senior Securities.

          No report required.

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

          No report required.

Item 5.  Other Information.

          No report required.



                                 10



<PAGE>
Item 6.  Exhibits and Reports on Form 8-K.

          A.   Exhibits:

                    None.

          B.   Reports on Form 8-K:

                    None.


                         SIGNATURES

     Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the Registrant has duly caused  this
report  to  be signed on its behalf by the undersigned thereunto  duly
authorized.




                              FULL TILT SPORTS, INC.



Date:   December 14, 1998          By: /s/  Roger  K. Burnett
     ---------------------            --------------------------------
                                   Roger  K. Burnett, President, Chief
                                   Executive  Officer, Chief Financial
                                   Officer  and Chairman of the  Board
                                   of Directors
                                   (Principal Executive Officer)




Date:   December 14, 1998          By: /s/ Joseph  F. DeBerry
     ---------------------            --------------------------------
                                   Joseph  F. DeBerry, Vice-President,
                                   Secretary, Treasurer and Director
                                   (Principal Financial Officer)



                                  11