UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the Quarterly Period Ended June 30, 2001

                                       OR

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT

                        For the transition period from to

                                   FTLA, INC.
             (Exact name of Registrant as specified in its charter)

                  Florida                               06-1562447
      (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)               Identification Number)

                               6066 Vineyard Drive
                         Ottawa, Ontario Canada K1C 2M5
               (Address of principal executive offices) (Zip Code)

                                  613-837-1909
              (Registrant's telephone number, including area code)

Check whether  Registrant 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 and has been  subject to such filing  requirements  for the past 90 days.
NO.

APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest  practical date: On June 30, 2001, the issuer had
479,875 shares of common stock, no par value outstanding.

<PAGE>


                            FTLA, Inc. and Subsidiary
                (F/K/A Floran International, Inc. and Subsidiary)
                          (A Development Stage Company)
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED JUNE 30, 2001


                                      INDEX




                                                                            Page

PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements

   Consolidated Balance Sheets (Unaudited)
     As of June 30, 2001 (Unaudited) and as of December 31, 2000...............3
   Consolidated Statements of Operations (Unaudited)
     For the Three and Six Months Ended June 30, 2001 and Cumulative
        from August 1, 2000 (Inception) to June 30, 2001.......................4
   Consolidated Statements of Cash Flows (Unaudited)
     For the Six Months Ended June 30, 2001 and Cumulative
       from August 1, 2000 to June 30, 2001....................................5

   Condensed Notes to Consolidated Financial Statements......................6-9

   Item 2 - Management's Discussion and Analysis and Plan of
     Operations...............................................................10


PART II - OTHER INFORMATION

   Item 1 - Legal Proceedings.................................................11

   Item 2 - Changes in Securities.............................................11

   Item 3 - Default Upon Senior Securities....................................11

   Item 4 - Submission of Matters to a Vote of Security Holders...............11

   Item 5 - Other Information.................................................11

   Item 6 - Exhibits and Reports on Form 8-K..................................11

   Signatures.................................................................12




                                     Page 2
<PAGE>
<TABLE>
<CAPTION>

                            FTLA, Inc. and Subsidiary
                (F/K/A Floran International, Inc. and Subsidiary)
                          (A Development Stage Company)
                           Consolidated Balance Sheets
                           ---------------------------


                                                                 June 30, 2001
                                                                  (Unaudited)       December 31, 2000
                                                               -----------------    -----------------
<S>                                                            <C>                  <C>
                                     Assets
                                     ------
Current Assets
Cash                                                           $              36    $            --
                                                               -----------------    -----------------
Total Current Assets                                                          36                 --
                                                               -----------------    -----------------

Other Assets
Equipment                                                                  1,231                 --
License and rights                                                          --              1,547,500
                                                                -----------------    ----------------
Total Other Assets                                                         1,231            1,547,500
                                                                -----------------    -----------------

Total Assets                                                   $           1,267    $       1,547,500
                                                               =================    =================

                    Liabilities and Stockholders' Deficiency
                    ----------------------------------------
Current Liabilities
Note payable                                                              21,775                 --
Bank overdraft                                                             1,317                  464
Accounts payable and accrued expenses                                    225,737               37,215
Due to investors                                                         238,200               86,000
Due to principal stockholder                                              93,962                 --
Payable under license agreement                                             --              1,450,000
                                                               -----------------    -----------------
Total Current Liabilities                                                580,991            1,573,679
                                                               -----------------    -----------------

Total Liabilities                                                        580,991            1,573,679
                                                               -----------------    -----------------

Stockholders' Deficiency
Common stock, no par value, 100,000,000 shares authorized,
519,875 and 500,417 shares issued and outstanding,
respectively                                                             630,320              125,100
Common stock issuable (3,750 and 417 shares, respectively)                37,500                  104
Additional paid-in capital                                               747,680                 --
Deficit accumulated during development stage                          (1,995,224)            (151,383)
                                                               -----------------    -----------------
Total Stockholders' Deficiency                                          (579,724)             (26,179)
                                                               -----------------    -----------------

Total Liabilities and Stockholders' Deficiency                 $           1,267    $       1,547,500
                                                               =================    =================
</TABLE>


          See accompanying notes to consolidated financial statements.
                                        3

<PAGE>
<TABLE>
<CAPTION>

                            FTLA, Inc. and Subsidiary
                (F/K/A Floran International, Inc. and Subsidiary)
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                      -------------------------------------
                                   (Unaudited)

                                                                                                     Cumulative
                                                              Six Months         Three Months       From August 1,
                                                                 Ended               Ended         2000 (Inception)
                                                             June 30, 2001       June 30, 2001     to June 30, 2001
                                                           ----------------    ----------------    ----------------
<S>                                                        <C>                 <C>                 <C>
Revenues                                                   $          8,000    $           --      $          8,000

Cost of Goods Sold                                                      892                --                   892
                                                           ----------------    ----------------    ----------------
Gross Profit                                                          7,108                --                 7,108
                                                           ----------------    ----------------    ----------------

Operating Expenses
Compensation                                                         44,862                --               143,348
Bad debt                                                              2,900               2,900               2,900
Subcontractors                                                       37,790                --                37,790
Consulting                                                        1,303,707              46,162           1,303,707
Amortization                                                         38,688                --                38,688
Demonstration supplies                                                 --                  --                10,682
Director fees                                                       119,025                --               119,025
General and administrative                                           78,435              16,474              98,806
Loss on impairment                                                   78,812                --                78,812
Professional fees                                                    57,692              10,695              79,536
Settlement expense                                                   89,038              89,038              89,038
                                                           ----------------    ----------------    ----------------
Total Operating Expenses                                          1,850,949             165,269           2,002,332
                                                           ----------------    ----------------    ----------------

Net Loss                                                   $     (1,843,841)   $       (165,269)   $     (1,995,224)
                                                           ================    ================    ================

Net loss per share - basic and diluted                     $          (3.32)   $          (0.30)   $          (3.76)
                                                           ================    ================    ================

Weighted average number of shares outstanding during
the period - basic and diluted                                      555,972             552,034             530,333
                                                           ================    ================    ================
</TABLE>


          See accompanying notes to consolidated financial statements.
                                        4


<PAGE>
<TABLE>
<CAPTION>

                            FTLA, Inc. and Subsidiary
                (F/K/A Floran International, Inc. and Subsidiary)
                          (A Development Stage Company)
                            Statements of Cash Flows
                            ------------------------
                                   (Unaudited)

                                                                                                    Cumulative
                                                                                                       From
                                                                                                   August 1, 2000
                                                                              Six Months Ended     (Inception) to
                                                                                June 30, 2001       June 30, 2001
                                                                              ----------------    ----------------
<S>                                                                           <C>                 <C>
Cash flows from operating activities
Net loss                                                                      $     (1,843,841)   $     (1,995,224)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt                                                                                 2,900               2,900
Stock based expenses                                                                 1,316,307           1,394,011
Amortization                                                                            38,688              38,688
Loss on impairment                                                                      78,812              78,812
Changes in operating assets and liabilities:
Increase (decrease) in:
Due to principal stockholder                                                            93,962              93,962
Accounts payable and accrued liabilities                                               181,386             218,601
                                                                              ----------------    ----------------
Net cash used in operating activities                                                 (131,786)           (165,616)
                                                                              ----------------    ----------------

Cash flows from investing activities
Purchase of machinery and equipment                                                     (1,231)             (1,231)
Payment under license agreement                                                        (20,000)            (70,000)
                                                                              ----------------    ----------------
Net cash used in investing activities                                                  (21,231)            (71,231)
                                                                              ----------------    ----------------

Cash flows from financing activities
Proceeds from investors                                                                152,200             238,200
Bank overdraft                                                                             853               1,317
                                                                              ----------------    ----------------
Net cash provided by financing activities                                              153,053             239,517
                                                                              ----------------    ----------------

Net increase in cash                                                                        36                  36

Cash at beginning of period                                                               --                  --
                                                                              ----------------    ----------------

Cash at end of period                                                         $             36    $             36
                                                                              ================    ================

</TABLE>

          See accompanying notes to consolidated financial statements.
                                        5

<PAGE>

                            FTLA, Inc. and Subsidiary
                (F/K/A Floran International, Inc. and Subsidiary)
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  June 30, 2001
                                  -------------
                                   (Unaudited)

Note 1   Basis of Presentation, Organization and Principles of Consolidation
----------------------------------------------------------------------------

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of  America  and the  rules  and  regulations  of the  Securities  and  Exchange
Commission for interim consolidated financial information.  Accordingly, they do
not include all the  information  and footnotes  necessary  for a  comprehensive
presentation of the consolidated financial position and results of operations.

It is management's opinion,  however, that all material adjustments  (consisting
of normal recurring  adjustments)  have been made which are necessary for a fair
consolidated  financial  statements  presentation.  The  results for the interim
period are not  necessarily  indicative  of the results to be  expected  for the
year.

For further information, refer to the audited financial statements and footnotes
of H2O International, Inc., FTLA, Inc.'s (the Company) legal subsidiary, for the
period from August 1, 2000  (inception)  to  December  31, 2000  included in the
Company's Form 8-K/A dated January 16, 2001.

On May 10,  2001,  the Company  changed its name to FTLA,  Inc.  and  affected a
1-for-100 reverse split of its outstanding  common stock,  effective October 15,
2001.  The effect of the reverse stock split is reflected  retroactively  in the
accompanying consolidated financial statements.

On January 9, 2001, H2O International,  Inc. was acquired by an inactive Florida
corporation,  3045  Corp.,  which is  traded on the  OTCBB  and  reports  to the
Securities and Exchange  Commission  under the Securities  Exchange Act of 1934.
Pursuant  to  Accounting  Principles  Board  Opinion  No.  16  ("APB  16"),  the
acquisition was treated as a recapitalization  of H20  International,  Inc. Just
subsequent to the  recapitalization,  there were 603,617  (including  417 common
shares  issuable)  common  shares  outstanding  after a  10-for-1  split,  which
occurred in January 2001, as the  stockholders of 3045 Corp. held 103,200 common
shares.  The name of 3045 Corp.  was changed to Floran  International,  Inc. and
later  changed to FTLA,  Inc.  (see above).  The  authorized  shares and capital
structure in the accompanying consolidated financial statements reflect those of
the legal parent, FTLA, Inc.

The accompanying consolidated financial statements include the accounts of FTLA,
Inc.  and its  wholly-owned  subsidiary,  H2O  International,  Inc. All material
intercompany transactions and balances have been eliminated.


                                        6

<PAGE>

                            FTLA, Inc. and Subsidiary
                (F/K/A Floran International, Inc. and Subsidiary)
                          (A Development Stage Company)
             Notes to Consolidated Financial Statements (Continued)
                                  June 30, 2001
                                  -------------
                                   (Unaudited)

Note 2   Impairment of License and Rights and Discontinuance of Operations
--------------------------------------------------------------------------

The  Company  was in the  development  stage and was formed  for the  purpose of
marketing  a  cleaning  process  for  large-scale  water  and  fluid  treatment,
filtering,  and storage facilities.  On August 1, 2000, the Company licensed the
marketing, sale, and distribution rights from the owner of the technology.

The Company had  defaulted on the  February  23, 2001 payment  under its license
agreement and was granted an extension to April 30, 2001.

On April 30, 2001 the licensor  notified the Company that it was terminating the
license  agreement due to the  Company's  default on the April 30, 2001 payment.
Management  believes  that its  remaining  obligation  under the  agreement  was
relieved  as a result of the  termination  of the  agreement.  Accordingly,  the
Company has written off the unamortized  portion of the license and rights asset
against the then  remaining  liability  of  $1,430,000,  resulting  in a loss on
impairment of $78,812 charged to operations  during the three months ended March
31,  2001.  Prior  to the  write-off  of the  license,  the  Company  recognized
amortization of $38,688.  The licensor  subsequently  returned the 90,000 common
shares  previously  received  as a license  fee.  Since  pursuant to the license
agreement  the  licensor  did not  appear to have an  obligation  to return  the
shares,  the transaction  was recorded as contributed  capital with no resulting
consolidated financial statement effect (see Note 4(B)).

As a result  of the  license  termination,  the  Company  has  discontinued  its
operations  and become  inactive.  Accordingly,  the  accompanying  consolidated
statements of operations and cash flows reflect discontinued operations only and
the  consolidated  balance sheet reflects assets and liabilities of discontinued
operations.

Note 3   Due to Investors

In December 2000, the Company  raised  $86,000 from three  investors  based on a
private placement offering at $1.00 per share. The investors subsequently agreed
to rescind the subscription  agreements and subscribe to a new private placement
offering,  which occurred in 2001 at $0.50 per share after the recapitalization.
Accordingly,  the $86,000 was reflected as a liability at December 31, 2000. The
new shares were never issued and accordingly,  the liability remains at June 30,
2001.

During the three months ended March 31, 2001, the Company raised  $152,200 under
common stock subscriptions for 304,400 common shares.  However,  the shares were
never  issued and the Company is now  inactive  due to the loss of its  license.
Accordingly, the $152,200 is included in the due to investors' liability at June
30, 2001.

                                        7

<PAGE>

                            FTLA, Inc. and Subsidiary
                (F/K/A Floran International, Inc. and Subsidiary)
                          (A Development Stage Company)
             Notes to Consolidated Financial Statements (Continued)
                                  June 30, 2001
                                  -------------
                                   (Unaudited)

Note 4   Stockholders' Deficiency
---------------------------------

     (A)  Common Stock Settlements

     On May 9, 2001,  (the  "settlement  date") the Company  issued 6,663 common
     shares to settle  various  obligations  including  certain  employment  and
     consulting  agreements.  The stock was valued at the common  stock  trading
     price on the settlement date resulting in a settlement  expense of $89,038.
     The Company received settlement releases from most of the parties resulting
     in the termination of any contracts and release from any future obligations
     including the  cancellation  of any stock options  issued or due;  however,
     settlement  releases  were not entered  into with some of those  parties as
     described below.

     One director held or was owed options to purchase 250 (post  reverse-split)
     shares at $10.00  per share  (post  reverse-split).  Two  consultants  were
     issued  common shares in  settlement  but no settlement  releases have been
     obtained.  In October 2001, one employee  surrendered  10,000 common shares
     and 3,750  issuable  shares,  but no  settlement  release  was  obtained or
     entered into. In October 2001,  two  stockholders  who were not  directors,
     employees or consultants,  surrendered an aggregate 30,000 common shares to
     the  Company's  treasury,  but no  settlement  releases  were  entered into
     between these stockholders and the Company. (see Notes 4(B), 5 and 8)

     Future  contingencies  which cannot be estimated by management,  may exists
     for the above  matters  including  but not  limited to  issuance of capital
     stock and other financial obligations.

     (B)  Cancellation of Common Shares

     In May 2001, the 90,000 common shares that the Company originally issued to
     the licensor  were  returned to the Company due to the  termination  of the
     License  Agreement  (see Note 2).  Subsequent to June 30, 2001, in October,
     2001,   another  40,000  common  shares  and  3,750  issuable  shares  were
     surrendered by stockholders (see Notes 4(A), 5 and 8).

     (C)  Additional Paid-In Capital

     Additional  paid-in  capital  represents  the  value of  options  issued to
     consultants and directors and prior recapitalization accounting.


                                        8

<PAGE>

                            FTLA, Inc. and Subsidiary
                (F/K/A Floran International, Inc. and Subsidiary)
                          (A Development Stage Company)
             Notes to Consolidated Financial Statements (Continued)
                                  June 30, 2001
                                  -------------
                                   (Unaudited)
Note 5   Contingencies
----------------------

Settlement  releases  were  not  entered  into  with  some of those  parties  as
described below. (see Note 4)

One  director  held or was owed  options to  purchase  250 (post  reverse-split)
shares at $10.00 per share (post  reverse-split).  Two  consultants  were issued
common shares in settlement but no settlement  releases have been  obtained.  In
October,  2001 one employee  surrendered 10,000 common shares and 3,750 issuable
shares,  but no  settlement  release was obtained or entered  into.  In October,
2001,  two  stockholders  who  were not  directors,  employees  or  consultants,
surrendered an aggregate 30,000 common shares to the Company's treasury,  but no
settlement  releases  were  entered  into  between  these  stockholders  and the
Company.

Future contingencies which cannot be estimated by management, may exists for the
above  matters  including but not limited to issuance of capital stock and other
financial obligations.

Note 6   Related Parties
------------------------

During  the  quarter  ended  June 30,  2001,  the  Company  accrued  $24,000  in
management  fees  payable  and  $1,262  in  other  amounts  due  to a  principal
stockholder  pursuant to a management agreement entered into in January 2001. At
June 30, 2001, $93,962 was due to that principal stockholder.

Note 7   Going Concern
----------------------

As reflected in the accompanying consolidated financial statements,  the Company
became inactive (see Note 2), has a working  capital  deficiency of $580,955 and
has an  accumulated  deficit of $1,995,224 at June 30, 2001.  The ability of the
Company to continue as a going concern is dependent on the Company's  ability to
identify a merger candidate or new line of business.  The consolidated financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going  concern.  Management  is  currently  seeking a
merger candidate.

Note 8   Subsequent Events
--------------------------

During October 2001, certain stockholders surrendered an aggregate 40,000 common
shares and 3,750  issuable  shares to the Company's  treasury.  Such shares were
then  cancelled  be the  Company.  As  there  was  no  consideration  for  these
transactions,  they  are  treated  as  contributed  capital  with  no  resulting
financial statement effect (see Note 5).

On October 15,  2001, a 1-for-100  reverse  stock split  became  effective.  The
effect of the reverse stock split is reflected retroactively in the accompanying
consolidated financial statements.


                                       9


<PAGE>

Item 2. Management's Discussion and Analysis and Plan of Operation.

Forward Looking Statements.
This  report on Form  10-QSB  contains  forward  looking  statements  within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities Exchange Act of 1934. The words "we", "us", and "ours" refer to FTLA,
Inc. The words or phrases  "would be," "will allow,"  "intends to," "will likely
result," "are  expected  to," "will  continue,"  "is  anticipated,"  "estimate,"
"project,"  or similar  expressions  are  intended to identify  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Actual  results could differ  materially  from those  projected in the
forward looking  statements as a result of a number of risks and  uncertainties,
including:  (a) lack of demand for the products or services that we may offer in
the  future;  (b)  competitive  products or services  and  pricing;  and (c) our
limited cash resources to conduct our operations.  Statements made herein are as
of the date of the filing of this Form 10-QSB with the  Securities  and Exchange
Commission  and  should not be relied  upon as of any  subsequent  date.  Unless
otherwise   required  by  applicable  law,  the  we  do  not  undertake  and  we
specifically disclaim any obligation to update any forward-looking statements to
reflect occurrences,  developments,  unanticipated events or circumstances after
the date of such statement.

We are a development  stage company that was formed to engage in the business of
selling mortgage related products on the Internet. After a period of inactivity,
we changed our business  plan to engage in the  marketing of a cleaning  process
for large-scale water & fluid treatment,  filtering, and storage facilities.  On
August 1, 2000, we licensed the marketing,  sale, and  distribution  rights from
the owner of certain technologies used in the cleaning processes for large-scale
water and fluid treatment,  filtering, and storage facilities. On April 30, 2001
the licensor  notified us that it was terminating  the license  agreement due to
our default on payments we were required to make to the licensor. As a result of
the license termination, we became inactive.

We do not expect to generate any meaningful revenue or incur any significant
operating expenses until such time that we begin meaningful operations; however,
we will continue to incur expenses pertaining to our periodic and other
reporting obligations with the Securities and Exchange Commission.

Liquidity and Capital Resources.
Our existing cash and future  commission-based  revenues may be  insufficient to
fund our operations.  If our revenues are  insufficient  to meet our needs,  our
president plans to loan us funds to conduct our operations;  however, we have no
agreement  with our  president to do so and he is under no obligation to loan us
funds. Moreover, there are no assurances that our president will have sufficient
funds to make these loans.  Accordingly,  there are no  assurances  that we will
receive loans from our president.  We have no  compensation  agreements with our
president  in  connection  with any  loans  that he may  provide  to us.  If our
president is unable or unwilling to make loans to us necessary to implement  our
continuing  plan  of  operations,  we will  need  additional  financing  through
traditional bank financing or a debt or equity offering; however, because we are
a development  stage company with little operating  history and a poor financial
condition,  we may be  unsuccessful in obtaining such financing to implement any
plan of operations.  Accordingly, there can be no assurance that we will be able
to obtain  financing on  satisfactory  terms or at all, or raise funds through a
debt or equity offering.

                                       10

<PAGE>

Our need for  capital  may  change  dramatically  as a  result  of any  business
acquisition or combination transaction or acquisition of a product or technology
suitable in the future.  There is no  assurance  that we will  identify any such
business,  product, technology or company suitable for acquisition in the future
or that  even if we  were  successful  in  such  identification,  that we  would
consummate any acquisition on favorable terms.  Moreover,  there is no assurance
that we would  profitably  manage any business,  product,  technology or company
that we may acquire.

One  director  held or was owed  options to  purchase  250 (post  reverse-split)
shares at $10.00 per share (post  reverse-split).  Two  consultants  were issued
common shares in settlement,  but no settlement releases have been obtained.  In
October 2001, one employee  surrendered  10,000 common shares and 3,750 issuable
shares, but no settlement release was obtained or entered into. In October 2001,
two stockholders who were not directors,  employees or consultants,  surrendered
an aggregate  30,000 common shares to our treasury,  but no settlement  releases
were entered into between us and these stockholders.

Future contingencies, which cannot be estimated by management, may exist for the
above matters,  including but not limited to issuance of capital stock and other
financial  obligations.  If we are required to issue our stock for such purposes
the value of our  common  stock  will be  diluted.  If we are  required  to make
payment  for such  purposes,  our  financial  condition  will worsen and lead to
additional losses.

Part II.  OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 2.  Changes in Securities

On May 10,  2001,  our Board of  Directors  and a majority  of our  shareholders
approved a reverse split of our  outstanding  common stock at a ratio of one (1)
share for every one  hundred  (100)  shares  held.  This  reverse  split  became
effective  on  October  15,  2001.  The  effect of the  reverse  stock  split is
reflected retroactively in the accompanying consolidated financial statements.

On May 9, 2001 (the "settlement  date"), we issued 6,663 common shares to settle
various obligations including certain employment and consulting agreements.  The
stock was  valued at the  common  stock  trading  price on the  settlement  date
resulting in a settlement expense of $89,038.  We received  settlement  releases
from most of the parties  resulting  in the  termination  of any  contracts  and
release from any future  obligations,  including the  cancellation  of any stock
options issued or due; however,  settlement  releases were not entered into with
some parties described below.

One  director  held or was owed  options to purchase  250  (post-reverse  split)
shares at $10.00 per share  (post-reverse  split).  Two consultants  were issued
common shares in settlement,  but no settlement releases have been obtained.  In
October 2001, one employee  surrendered  10,000 common shares and 3,750 issuable
shares, but no settlement release was obtained or entered into. In October 2001,
two stockholders who were not directors,  employees or consultants,  surrendered
an aggregate  30,000 common shares to our treasury,  but no settlement  releases
were entered into between us and these stockholders.


                                       11
<PAGE>

In May 2001, the 90,000 common shares that we originally  issued to the licensor
were returned to us due to the termination of the License Agreement.

Item 3.  Defaults Upon Senior Securities

None

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

On May 9,  2001,  our Board of  Directors  and a  majority  of our  shareholders
approved:
     1)   A reverse  stock split of our common stock at a ratio of one (1) share
          for every one hundred  (100)  shares and  maintaining  our  authorized
          common stock of 100,000,000 shares;
     2)   changing our name from Floran International, Inc. to FTLA, Inc.; and
     3)   Appointment  of officers and members of our Board of Directors to fill
          the following vacancies:  (i) Mr. Lyndell Parks as our Chairman of the
          Board;  and (ii) Mrs.  Audra  Parks as our  Secretary/Treasurer  and a
          Director.

On May 10, 2001, we filed with the Florida Secretary of State's Office, Articles
of Amendment to our Articles of Incorporation  reflecting the 1-for-100  reverse
split  of  our  outstanding  common  stock,  our  name  change,  and  the  above
officer/director appointments.

Our reverse stock split became effective on October 15, 2001.

Item 5.  Other Information

On May 9, 2001, the following persons resigned their positions from our Board of
Directors:  (a) Fred Jaroz; (b) Terry Pancake;  (c) Dennis Gordon; (d) Dr. Javid
Sheik; (e) G. Brian Thomas; and (f) Wolfgang Zwanziger.

On May 9, 2001, Fred Jaroz resigned as our President and Terry Pancake  resigned
as our Chief Financial Officer, Secretary and Treasurer.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits and Index of Exhibits

          None

     (b)  Reports on Form 8-K

          We filed a current report on Form 8-K on April 14, 2001; Items 4 and 8
          of that report  reported a change in  auditors  and a change in fiscal
          year from November 30 to December 31.


                                       12
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  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.

  Dated:  April 1, 2002
  FTLA, INC.
                  By:   /s/ Lam Ko Chau
                   --------------------
                  Lam Ko Chau, President and Chief Executive Officer