UNITED STATES
                       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  quarterly  period  ended  June  30,  2001

                                       OR

         ( )     TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE
                 SECURITIES  EXCHANGE  ACT  OF  1934
                 For  the  transition  period  from ___________ to ___________


Commission File Number: 0-28847

                            WTAA INTERNATIONAL, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


                 Florida                              65-0260846
        -------------------------------        -------------------------
        (State or other jurisdiction of        (I.R.S. Empl. Ident. No.)
         incorporation or organization)

       1027 South Rainbow Boulevard, Unit 391,  Las Vegas, Nevada,  89145
       ------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (702) 341-6622
                                 --------------
                           (Issuer's telephone number)

       Securities registered under Section 12(b) of the Exchange Act: NONE
         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                                (Title of Class)

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  such  filing  requirements  for  the  past  90 days. YES [ ] NO [X]


<PAGE>
State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of the latest practicable date. As of August 9, 2001 the registrant
had  issued  and  outstanding  14,528,524  shares  of  common  stock.

Transitional  Small  Business  Disclosure  Format  (check  one);  YES ( ) NO (X)


                         PART I - FINANCIAL INFORMATION


                FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

This  Quarterly  Report  contains  various  forward-looking  statements  and
information,  including  (but  not  limited  to) under the caption "Management's
Discussion  and Analysis of Financial Condition and Results of Operations," that
are based on management's beliefs as well as assumptions made by and information
currently  available  to  management,  including  statements  regarding  future
economic  performance  and  financial condition, liquidity and capital resources
and  management's  plans  and  objectives. When used in this document, the words
"expect,"  "anticipate,"  "estimate,"  "believe,"  and  similar  expressions are
intended  to identify forward-looking statements. Such statements are subject to
various  risks  and  uncertainties  that  could  cause  actual  results  to vary
materially from those stated. Should one or more of these risks or uncertainties
materialize  or should underlying assumptions prove incorrect actual results may
vary  materially  from those anticipated, estimated, expected or projected. Some
important  factors  that  could  cause  actual  results  or  outcomes  to differ
materially  from  those discussed in the forward-looking statements include, but
are  not  limited  to  the  following: our limited operating history; history of
losses;  competition;  our  ability  to  manage growth and integration; risks of
technological  change;  competition for customers; pricing and transportation of
products;  marketing  relationships  with  third party suppliers; our ability to
protect  our  intellectual property rights; economic and political factors; risk
of technological change; market acceptance of our products, our ability to raise
capital,  ability  to  secure  licenses,  uncertainty  regarding  infringing
intellectual  property  rights of others; security risks and the other risks and
uncertainties  described  under.  All  such  factors  are  difficult to predict,
contain  uncertainties that may materially affect actual results, and are beyond
our  control.


<PAGE>
Item  1.  Financial  Statements.

INDEX  TO  FINANCIAL  STATEMENTS


                                                                     Page Number


Table  of  Contents

Condensed Consolidated Balance Sheets at June 30, 2001
(Unaudited) and December 31, 2000 . . . . . . . . . . . . . . . . . . . . . .  1

Condensed Consolidated Statements of Operations for the Three and Six
Months Ended June 30, 2001 (Unaudited) and June 30, 2000 (Unaudited). . . . .  2

Condensed Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 2001 (Unaudited) and June 30, 2000 (Unaudited). . . . .  3

Notes to Unaudited Condensed Consolidated Financial Statements. . . . . . . .  5


<PAGE>
<TABLE>
<CAPTION>
                                   WTAA International, Inc.
                                   CONDENSED BALANCE SHEETS
                                            ASSETS

                                                                    June 30,     December 31,
                                                                      2001           2000
                                                                  (unaudited)
                                                                  ------------  -------------
<S>                                                               <C>           <C>
CURRENT ASSETS
 Cash                                                             $   363,416   $    202,699
 Accounts receivable - trade                                                -            118
 Inventory                                                                  -         21,404
 Note receivable- current portion                                     156,176              -
 Prepaid royalty and license fees                                           -        103,753
 Prepaid expenses-related party                                       151,214         38,958
                                                                  ------------  -------------

     Total current assets                                             670,806        366,932

NOTE RECEIVABLE, net of current portion                               382,353              -

ACQUISITION ADVANCES AND DEPOSITS                                           -        250,000
                                                                  ------------  -------------

     Total assets                                                 $ 1,053,159   $    616,932
                                                                  ============  =============

    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued liabilities                         $   112,171   $    121,884
 Royalty and license fees payable                                     245,000        240,000
 Related party demand note payable                                      1,350          1,350
                                                                  ------------  -------------

     Total current liabilities                                        358,521        363,234

STOCKHOLDERS' EQUITY
   Preferred stock                                                          -          3,000
   Common stock - $.001 par value; 13,010,000 shares authorized         9,872            918
   Common stock subscribed                                            795,000        630,194
   Additional paid-in capital                                       2,855,525      1,725,285
   Accumulated deficit                                             (2,965,759)    (2,105,699)
                                                                  ------------  -------------
     Total stockholders' equity                                       694,638        253,698
                                                                  ------------  -------------
     Total liabilities and stockholders' equity                   $ 1,053,159   $    616,932
                                                                  ============  =============
</TABLE>

The accompanying notes are an integral part of these statements.


                                                                          Page 1
<PAGE>
<TABLE>
<CAPTION>
                                 WTAA International, Inc.
                            CONDENSED STATEMENTS OF OPERATIONS
                                       (unaudited)


                                                 For the three             For the six
                                                 months ended              months ended
                                           ------------------------  ------------------------
                                                   June  30                 June  30,
                                              2001         2000         2001         2000
                                           -----------  -----------  -----------  -----------
<S>                                        <C>          <C>          <C>          <C>
REVENUES                                   $        -   $        -   $        -   $   34,281

COST OF GOODS SOLD                                  -            -            -       46,341
                                           -----------  -----------  -----------  -----------

LOSS ON SALES                                       -            -            -      (12,060)

OPERATING EXPENSES
   Royalty and license fees                   109,148       39,066      133,753       78,977
   General and administrative expenses        314,236      124,080      438,128      272,410
                                           -----------  -----------  -----------  -----------

     Total operating expenses                 423,384      163,146      571,881      351,387
                                           -----------  -----------  -----------  -----------

OPERATING LOSS                               (423,384)    (163,146)    (571,881)    (363,447)

OTHER EXPENSES
   Interest                                         -      333,777        4,455      360,854
   Other, net                                 287,057      148,672      283,724      148,672
                                           -----------  -----------  -----------  -----------

                                              287,057      482,449      288,179      509,526
                                           -----------  -----------  -----------  -----------

NET LOSS                                    ($710,441)   ($645,595)   ($860,060)   ($872,973)
                                           ===========  ===========  ===========  ===========

LOSS PER COMMON SHARE - BASIC AND DILUTED      ($0.06)      ($0.83)      ($0.13)      ($1.19)
                                           ===========  ===========  ===========  ===========
</TABLE>

The accompanying notes are an integral part of these statements.


                                                                          Page 2
<PAGE>
<TABLE>
<CAPTION>
                                     WTAA International, Inc.
                                CONDENSED STATEMENTS OF CASH FLOWS
                                           (unaudited)

                                                                   For the six months ended, June 30
                                                                            2001         2000
                                                                         -----------  ----------
<S>                                                                      <C>          <C>
Increase (Decrease) in Cash
     Cash flows from operating activities
          Net loss                                                       $ (860,060)  $(872,973)
          Adjustments to reconcile net loss to
            net cash used in operating activities
Inventory write off                                                          15,959           -
Acquisition deposits write off                                              281,000           -
Write off of prepaid royalties and licenses                                 103,753           -
Amortization of beneficial conversion feature                                     -      85,449
Interest expense in connection with induced conversion                            -     262,032
Accrued interest converted to equity                                              -      16,348
Issuance of common stock for services                                             -      55,000
Changes in assets and liabilities
    Accounts receivable                                                         118       5,998
    Inventories                                                                   -       9,858
    Accrued interest                                                         (3,235)          -
    Prepaid expenses and other current assets                              (112,256)    (51,749)
    Accounts and related party payables                                      (4,268)     97,104
    Royalty and license fees payable                                          5,000      40,000
                                                                         -----------  ----------
      Net cash used in operating activities                                (573,989)   (352,933)


     Cash flows from investing activities
         Note receivable                                                   (550,000)          -
          Principal payments from note receivable                            14,706           -
         Acquisition deposits                                               (31,000)          -
                                                                         -----------  ----------
      Net cash used in investing activities                                (566,294)          -

     Cash flows from financing activities
         Proceeds from long-term obligations                                      -     180,000
         Short-term borrowings                                              600,000           -
         Payment of short-term borrowings                                  (600,000)          -
         Proceeds from sale of common stock and stock subscriptions       1,301,000     150,000
                                                                         -----------  ----------
      Net cash provided by financing activities                           1,301,000     330,000


                                                                          Page 3
<PAGE>
      Net increase in cash and cash equivalents                             160,717     (22,933)
      Cash and cash equivalents at the beginning of the period              202,699      21,808
                                                                         -----------  ----------
      Cash and cash equivalents at the end of the period                 $  363,416     ($1,125)
                                                                         ===========  ==========
Non-cash disclosures:
Cash paid for interest                                                   $    4,454   $  13,373
                                                                         ===========  ==========
</TABLE>

The accompanying notes are an integral part of these statements.


                                                                          Page 4
<PAGE>
                            WTAA International, Inc.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



NOTE 1 - FINANCIAL STATEMENTS

The  unaudited  condensed  financial statements of WTAA International, Inc. (the
Company) have been prepared by the Company pursuant to the rules and regulations
of  the  Securities  and  Exchange Commission.  Certain information and footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  accounting  principles  generally accepted in the United States of America
have  been  condensed  or  omitted  pursuant to such rules and regulations.  The
results  of operations for interim periods are not necessarily indicative of the
results to be expected for the entire fiscal year ending December 31, 2001.  The
accompanying  unaudited  condensed financial statements and related notes should
be  read  in  conjunction  with  the  audited  financial statements and the Form
10-KSB/A  of  the  Company,  filed  on  July  6,  2001.

NOTE 2 - NET LOSS PER SHARE

Basic  loss  per  share  is  based  on  the  weighted  average  number of shares
outstanding  during each quarter.  The weighted average shares for computing the
Company's  basic loss per share were 11,926,015 and 779,924 for the three months
ended  June  30,  2001 and 2000, respectively, and 6,855,136 and 734,278 for the
six  months ended June 30, 2001 and 2000, respectively.  Because of the net loss
for  the three and six months ended June 30, 2001 and 2000, potentially dilutive
common stock issuances were not included in the calculation of dilutive earnings
per  share  as  their  inclusion would be anti-dilutive. As of June 30, 2001 and
2000  the  Company  had  2,132,172  and  444,386, of potentially issuable common
stock.

NOTE 3 - MANAGEMENT PLANS

The  Company is devoting substantially all of its present efforts to restructure
the  business and pursue various strategic opportunities.  On June 13, 2001, the
Company  announced  the  change of strategic focus due to difficulties, and time
delays  of  long-standing  acquisition  targets.  The  Company  undertook  a due
diligence process on the target companies in late February 2001, which indicated
that  the financial performance of those companies was below what was previously
expected.  As  a  result, the Company has since withdrawn the letters of intent,
and  focused  on  reorganizing  the  business.

On  May  30,  2001, WTAA negotiated and signed a conditional Letter of Intent to
acquire  100%  of the outstanding shares of MemorEmail Corp., a technology-based
provider  of  innovative  e-marketing  solutions  that  generate database-driven
"one-to-one" advertising communications, located in Vancouver, B.CThe Company is
in the process of finalizing the structure of the acquisition, and believes that
this acquisition will improve the Company substantially. Currently, the expected
date  of  closure  for  the  acquisition  is  August  17,  2001.


                                                                          Page 5
<PAGE>
During the six months ended June 30, 2001, the Company sold 13,010,000 shares of
its  voting  common  stock for a total consideration of $1,301,000.  These funds
have  been  used  for operating expenses, and two secured loans of $500,000 to a
former  acquisition  target, and $50,000 to MemorEmail. Additionally these funds
are  intended  to  be  used  to further the purchase of MemorEmail Inc. and fund
day-to-day  operations.  The Company also intends to raise additional capital by
way  of  private  placements  to  support  the  acquisition  program and support
day-to-day  operations.

However,  the rate at which the Company expends it resources is variable, may be
accelerated,  and  will  depend on many factors.  The Company will need to raise
substantial  additional  capital  to  fund  its  operations  and  may  seek such
additional  funds through public or private equity or debt financing.  There can
be  no  assurance  that  such additional funding will be available on acceptable
terms,  if  at  all.  The  Company's  continued  existence as a going concern is
ultimately  dependent  upon  its  ability  to  secure additional funding for the
success  of  its future operations. The Company has no lines of credit available
to  it  at  this  time.  There  is  no assurance that additional capital will be
available  to  the  Company when or if required. The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.


NOTE 4 - EQUITY TRANSACTIONS

On  February  22,  2001, the Company authorized a 15:1 reverse stock split.  All
references  to  number  of  shares  and  per  share  price have been adjusted to
retroactively  reflect  the  effect  of  this  split.

During the six months ended June 30, 2001, the Company sold 13,010,000 shares of
its  voting  common stock for total consideration of $1,301,000 through a series
of  private  placements.

On  April 11, 2001, preferred shareholders converted 300,000 shares of preferred
stock  into  200,000  shares  of  the  Company's  common  stock  .

NOTE 5 - EXPENSES DUE TO RESTRUCTURING

On  June  12,  2001, the Company announced a change of business and returned the
licenses  to  the  licensors.  As  a  result, the company recorded an additional
expense  of  $ 103,753. As of June 30, 2001, the Company has accrued $245,000 in
royalty  and  license  fees  payable,  and  it is currently negotiating with the
licensors  to  reduce  this  liability.


NOTE 6 - ACQUISTION ADVANCES AND DEPOSITS

Various acquisition advances, and deposits were made to acquisition targets over
the  last two years. The Company undertook a due diligence process on the target
companies  in late February 2001, which indicated that the financial performance
of  those  companies  was  below  what  was  previously expected. Therefore, the
Company  withdrew  the  letters  of  intent,  which  resulted  in a write off of
$281,000  in  acquisition  deposits,  which  is  included  in  Other, net in the
accompanying Statements of Operations. The Company believes that a $500,000 loan
previously  made  to  the  former  acquisition  target  is  fully  collectible.


                                                                          Page 6
<PAGE>
NOTE 7 - RELATED PARTIES

In  January  2001,  the  Company  entered into an agreement with Jupiter Capital
Ventures  (Jupiter)  to  reimburse  Jupiter for operating expenses such as rent,
communications  and  business  services,  which  were  incurred on behalf of the
Company.  Jupiter  is  owned  and  operated  by the Company's chairman and chief
executive  officer. The Company paid $225,000 to Jupiter Capital Ventures during
the  six months ended June 30, 2001, out of which $151,214 is considered prepaid
expenses.

NOTE 8 - CONTINGENCIES

The  Company  is  involved  in  a legal proceeding with a former employee who is
asserting  the  Company  breached  his  employment agreement.  In the opinion of
management,  based  upon  advice  of  legal counsel, the ultimate outcome of the
foregoing  proceeding will not have a material impact on the Company's financial
statements.

NOTE 9 - OTHER EVENTS

On  June  12,  2001,  the  Company  issued  970,000  stock options to directors,
employees,  and  550,000  options to consultants with an exercise price of $0.35
per  share,  which  was above the stock's fair value on the day of grant.  These
stock  options  are for future services to be provided over a three-year period.
The  expense  associated  with options granted to consultants and earned through
the  end  of  the  second quarter is immaterial to the financial statements as a
whole,  and  thus,  no  expenses were recorded during the quarter ended June 30,
2001.


                                                                          Page 7
<PAGE>
ITEM  2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS

The  following discussion should be read together with the information contained
in  the  Consolidated  Financial  Statements  and  related Notes included in the
annual  report.

Overview

WTAA  International  Inc.  has  been operating within the bottled water industry
commencing June 1998. A number of business achievements were realized, including
being  awarded  contracts  to  supply  bottled water to Canada's largest grocery
store  chain,  and  successfully negotiating exclusive licensing agreements with
several  motion  picture  studios. Throughout this period, the company's mission
was  to  become  a  leader  within  the  North American bottled water market and
licensing  of  bottled  water  products.  The  company had developed a marketing
program  for  distributing  its  license and custom label small packaged bottled
water  products,  and  had  a  plan to consolidate home and office bottled water
companies  throughout  Western  North  America.

In  February 2001, the Board reviewed its business plan, determined that  it had
lost  momentum  in  securing the kind of national retail deals that the business
plan  called  for.  WTAA  had  been  working to acquire California bottled water
companies,  however  the  due  diligence  process  revealed  lower than expected
performance,  and  accordingly, the Board decided to abandon the acquisition and
consider  other  alternatives.

In February 2001, the Board approved a "Plan of Reorganization" which called for
an  orderly  series  of  events  including  a 15 to 1 reverse stock split, (News
Release  dated  February  8, 2001); private placements of  $1,301,000 to finance
the  company  in  its future business opportunities, (News Release dated May 31,
2001);  and,  the  announcement  of  a  Change  of  Business  and  a Conditional
Acquisition.  (News  Release  dated  June  13,  2001)

The new acquisition target, Memoremail Corp, has developed technologies that are
intended  to  capture and deliver multimedia postcards combined with e-marketing
systems  via  email,  or traditional postal services. WTAA has completed its due
diligence process on Memoremail Corp, and is proceeding to close the acquisition
by  August 17, 2001. This acquisition will provide WTAA with a sound operational
base  from  which  to  build  its  new  business  endeavors.

Results  of  Operations

The  Company  generated no sales during the three months ended June 30, 2001 and
June  30, 2000. Its sales for the six months ended June 30, 2001 and 2000 were $
0  and $34,281, respectively. There can be no assurance as to when, if ever, the
Company  will  realize  significant  operating revenues or attain profitability.

The  Loss  on  Sales for the six months ended June 30, 2001 and 2000 was $ 0 and
($12,060),  respectively.

Operating  expenses  were  $423,384 and $163,146 for the three months ended June
30,  2001  and  June  30,  2000,  respectively.  Due  to the Company's change in
business, the Company wrote off licenses and associated costs previously used in


                                                                          Page 8
<PAGE>
the  Company's  licensed  bottled  water  program.  General  and  administrative
expenses  increased  due  to  additional costs of financial reporting and public
relations  associated  with  being  a  public  reporting  entity.

Other  expenses  were  $287,057  for  the three months ended June 30, 2001. This
expense  was  in  relation  to  the  Company's change in business, and preceding
abandonment  of  the  acquisition  of  three California bottled water companies.
Management  has  deemed deposits to be uncollectible obliging a one-time charge.
The  Company  believes  that  a  $500,000  loan  previously  made  to the former
acquisition  target  is  fully  collectible.

Liquidity  and  Capital  Resources

The  primary  source  of liquidity has historically consisted of sales of equity
securities  and  debt  instruments. In the three months ended June 30, 2001, the
Company  raised  $961,000  through  issuances of common stock. The proceeds were
used  to  finance  continued  operations.

The  Company  intends  to raise additional capital by way of private placements.
These  funds  are intended to be used to further the purchase of Memoremail Inc.
and  fund day-to-day operations. The Company has no lines of credit available to
it at this time. There is no assurance that additional capital will be available
to  the  Company  when  or  if  required.

Inflation  has  not  had  a  significant  impact  on  the  Company's  results of
operations.

Risk  Factors  and  Cautionary  Statements

Forward-looking statements in this report are made pursuant to the "safe-harbor"
provisions  of the Private Securities Litigation Reform Act of 1995. The Company
wishes  to advise readers that actual results may differ substantially from such
forward-looking  statements.  Forward-looking  statements  involve  risks  and
uncertainties  that  could  cause actual results to differ materially from those
expressed  in  or  implied by the statements, including, but not limited to, the
following:  Changing  economic  conditions,  interest  rate  trends,  continued
acceptance  of  the  Company's products in the marketplace, competitive factors,
and  other  risks  detailed  in  the  Company's periodic report filings with the
Securities  and  Exchange  Commission.


PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings.

As  of  June  30,  2001,  there  is  currently one known lawsuits or claims made
against  the  Company.

Steven  Nickolas  v.  WTAA  International,  Inc.  (District  Court Clark County,
Nevada,  action # A425635, commenced October 13, 2000). Steven Nickolas a former
employee  of  the  Company filed a complaint alleging that the Company failed to
compensate  him for performance, and seeks damages of 250,000 common shares. The
Company  has  filed a defense and counterclaim alleging that Steven Nickolas has
breached  the  employment and the exclusivity agreements and seeks court ordered
damages.


                                                                          Page 9
<PAGE>
Item  2.  Changes  in  Securities.

In  April  2001,  the  Company's preferred stockholders converted 300,000 of the
companys  preferred  stock and under Reg. S Section 46 it issued an aggregate of
200,000  restricted  shares  of  the  Company's  Common  Stock  (Post  share
combination).

In April 2001, the Company completed a private placement under Reg. S Section 46
whereby  it  issued an aggregate of 8,360,000 restricted shares of the Company's
Common  Stock  in  exchange for $50,000, or $0.10 per share, which proceeds were
intended  to  fund  the  Company's  immediate  working  capital  needs.

In  May  2001, the Company completed a private placement under Reg. S Section 46
whereby  it  issued an aggregate of 1,250,000 restricted shares of the Company's
Common  Stock  in  exchange for $20,000, or $0.10 per share, which proceeds were
intended  to  fund  the  Company's  immediate  working  capital  needs.


Item  3.  Defaults  Upon  Senior  Securities

               None.

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

               None

Item  5.  Other  Information.

               In  June,  2001  the  board  of  directors  appointed Colin Vance
               Campbell to act as a director. Also, on June 12, 2001 the company
               issued  stock options to directors, employees, and consultants in
               the  amount  of  1,520,000  shares of common stock at an exercise
               price  of  $0.35  per  share.  These stock options are for future
               services  to  be  provided  by  the  receiving  parties  over  a
               three-year  period.


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

         Reports  on  Form  8-K


                                                                         Page 10
<PAGE>
                                   SIGNATURES


       In  accordance  with  Section  13 or  15(d)  of  the  Exchange  Act,  the
registrant  caused  this  report to be signed on its  behalf by the  undersigned
thereunto  duly  authorized.

                                        WTAA International, Inc.
                                        -----------------------------
                                        (Registrant)



Date: August 9, 2001                    By: /s/  Wm.  R.  McKay
                                           -----------------------------
                                                Wm.  R.  McKay
                                                Chief Executive Officer



       In  accordance  with the Exchange Act, this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates  indicated.



Date: August 9, 2001                   By: /s/  Wm.  R.  McKay
                                          ------------------------------
                                                Wm.  R.  McKay
                                                Chief Executive Officer
                                                and  Chairman  of  the
                                                Board  of  Directors



Date: August 9, 2001                   By: /s/  Dr.  C.J.  Weinstein
                                          -----------------------------
                                                Dr.  C.J.  Weinstein
                                                Director



Date: August 9, 2001                   By: /s/  Larry  Shaben
                                          -----------------------------
                                                Larry  Shaben
                                                Director


                                                                         Page 11
<PAGE>