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: March 31, 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:

                     Prestige Jewelry, Inc.
                     ----------------------
      (Exact name of registrant as specified in its charter)

            Nevada                         88-04441287
            ------                         -----------
(State or other jurisdiction of  (I.R.S. Employer Identification No.)
incorporation or organization)

 11469 Olive Blvd., #262, St. Louis, Mo            63141
 --------------------------------------          --------
(Address of principal executive offices)        (Zip Code)

                         (314) 432-3772
                         --------------
      (Registrant's telephone number, including area code)

                               N/A
                               ---
 (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 [X] No [ ]

  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                DURING THE PRECEDING FIVE YEARS:
   Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
 15(d) of the Securities Exchange Act of 1934 subsequent to the
  distribution of securities under a plan confirmed by a court.
                         Yes [ ] No [ ]

              APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes
            of common stock as of 5/15/01: 5,832,467

/1/
                     Prestige Jewelry, Inc.
                  (A Development Stage Company)


                        Table of Contents

                                                               Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

   Independent Auditor's Report                                     4

   Balance Sheet March 31, 2001 and December 31, 2000               5

   Statement of Operations For The Three Months Ending March 31,    6
   2001 and 2000 and For Period July 13, 1999 (Inception) to
   March 31, 2001

   Statement of Changes in Stockholders' Equity                     7

   Statement of Cash Flows For The Three Months Ending March 31,    8
   2001 and 2000 and For Period July 13, 1999 (Inception) to
   March 31, 2001

   Notes to Financial Statements                                    9

Item 2. Management's Discussion and Plan of Operation              12

PART II - OTHER INFORMATION

Item 6. Exhibits                                                   14

SIGNATURES                                                         15


/2/



                     Prestige Jewelry, Inc.
                  (A Development Stage Company)

                         Balance Sheets
                              as of
              March 31, 2001 and December 31, 2000

                               and

                      Statements of Income,
                    Stockholders' Equity, and
                           Cash Flows
                     for the periods ending
                     March 31, 2001 and 2000
                       and for the period
                July 13, 1999 (Date of Inception)
                             through
                         March 31, 2001

/3/

G. BRAD BECKSTEAD
Certified Public Accountant
                                              330 E. Warm Springs
                                              Las Vegas, NV 89119
                                                     702.528.1984
                                              425.928.2877 (efax)

                  INDEPENDENT AUDITOR'S REPORT


May 14, 2001

Board of Directors
Prestige Jewelry, Inc.
Las Vegas, NV

I  have audited the Balance Sheets of Prestige Jewelry, Inc. (the
"Company") (A Development Stage Company), as of March  31,  2001,
and  the  related Statements of Operations, Stockholders' Equity,
and  Cash  Flows for the periods then ended, and for  the  period
July  13,  1999  (Date of Inception) to March  31,  2001.   These
financial  statements  are the responsibility  of  the  Company's
management.  My responsibility is to express an opinion on  these
financial statements based on my audit.

I  conducted  my  audit  in  accordance with  generally  accepted
auditing  standards.  Those standards require  that  I  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the   amounts   and   disclosures  in  the  financial   statement
presentation.   An audit also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
I  believe  that  my  audit provides a reasonable  basis  for  my
opinion.

In my opinion, the financial statements referred to above present
fairly,  in  all  material respects, the  financial  position  of
Prestige Jewelry, Inc. (A Development Stage Company) as of  March
31,  2001,  and the results of its operations and cash flows  for
the periods then ended, and for the period July 13, 1999 (Date of
Inception)  to  March  31,  2001, in  conformity  with  generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  5  to the financial statements, the Company has had limited
operations  and have not commenced planned principal  operations.
This raises substantial doubt about its ability to continue as  a
going concern.  Management's plan in regard to these matters  are
also  described  in  Note  5.  The financial  statements  do  not
include  any  adjustments that might result from the  outcome  of
this uncertainty.

/s/ G. Brad Beckstead, CPA
--------------------------
G. Brad Beckstead, CPA

/4/

                     Prestige Jewelry, Inc.
                  (a Development Stage Company)
                          Balance Sheet



                                                March     December
Assets                                        31, 2001    31, 2000
                                              ---------   ---------
Current assets:
Cash                                          $  36,000  $  39,090
Due from shareholder                                105        105
Inventory                                         4,614      4,614
                                              ---------  ---------
Total current assets                             40,719     43,809
                                              ---------  ---------
Fixed assets, net                                 5,818      2,293
Web site development, net                        13,852     13,292
                                              ---------  ---------
                                              $  60,389  $  59,394
                                              =========  =========
Liabilities and Stockholders' Equity

Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000         --         --
   shares authorized, zero shares issued and
   outstanding at 3/31/01 and 12/31/00
Common stock, $0.001 par value; 20,000,000        5,832      5,832
   shares authorized, 5,832,467 shares
   issued and
   outstanding at 3/31/01 and 12/31/00
Additional paid-in capital                      116,591    116,591
Subscriptions receivable                             25    (15,975)
Deficit accumulated during development stage    (62,059)   (47,054)
                                              ---------  ---------
                                                 60,389     59,394
                                              ---------  ---------
                                              $  60,389  $  59,394
                                              =========  =========


 The Accompanying Notes are an Integral Part of These Financial
                           Statements.

/5/

                     Prestige Jewelry, Inc.
                  (a Development Stage Company)
                     Statement of Operations
       For The Three Months Ending March 31, 2001 and 2000
 and For the Period July 13, 1999 (Inception) to March 31, 2001

                                                      July 13, 1999
                                 Three Months Ending   (Inception)
                                      March 31,            to
                                ----------------------  March 31,
                                   2001       2000         2001
                                ----------  ----------  ----------
Revenue                         $       --  $       --  $       --
                                ----------  ----------  ----------
Expenses:
General and
administrative expenses             15,486       2,846      55,977
Depreciation                         1,216       1,084       6,082
                                ----------  ----------  ----------
Total Expenses                      16,702       3,930      62,059
                                ----------  ----------  ----------
Net (loss)                      $  (16,702) $   (3,930) $  (62,059)
                                ==========  ==========  ==========
Weighted average number of
  Common shares outstanding      5,272,470   5,272,470   3,558,051
                                ==========  ==========  ==========
Net (loss) per share            $    (0.00) $       --  $    (0.02)
                                ==========  ==========  ==========


 The Accompanying Notes are an Integral Part of These Financial
                           Statements.

/6/

                     Prestige Jewelry, Inc.
                  (a Development Stage Company)
          Statement of Changes in Stockholders' Equity

<TABLE>
<CAPTION>
                                                                    Deficit
                                                                  Accumulated
                         Common Stock                  Additional    During       Total
                      -------------------- Subscriptions Paid-In   Development Stockholders'
                       Shares      Amount   Receivable   Capital      Stage       Equity
                      ----------  --------  ----------  ----------  ----------  -----------
<S>                  <C>         <C>       <C>         <C>         <C>         <C>
August 1999
 Founders Shares       4,000,000  $  4,000  $       --  $       --  $       --  $     4,000

November 1999
 Rule 504 offering     1,272,467     1,272          25      61,151                   62,448

Net loss
 July 13, 1999
 (inception) to
 December 31, 1999                                                     (34,650)     (34,650)
                      ---------  ---------  ----------  -----------  ---------  -----------
Balance, 12/31/99     5,272,467  $   5,272          25       61,151    (34,650)       31,798

December 2000           560,000        560     (16,000)      55,440                   40,000
 Rule 505 offering

Net loss
 January 1, 2000 to
 December 31, 2000                                                     (10,707)      (10,707)
                      ---------  ---------  ----------  -----------  ---------  ------------
Balance, 12/31/2000   5,832,467  $   5,832  $  (15,975) $   116,591  $ (45,357) $     61,091

January 2001
 Extinguish
 Subscription
 Receivable                                     16,000                                16,000

Net loss
 January 1, 2001 to
 March 31, 2001                                                        (16,702)      (16,702)
                     ---------  ----------  ----------  ----------  ----------  ------------
Balance, 3/31/01     5,832,467  $    5,832  $       25  $  116,591  $  (62,059) $     60,389
                     =========  ==========  ==========  ==========  ==========  ============
</TABLE>

 The Accompanying Notes are an Integral Part of These Financial
                           Statements.

/7/

                     Prestige Jewelry, Inc.
                  (a Development Stage Company)
                     Statement of Cash Flows
       For The Three Months Ending March 31, 2001 and 2000
 and For the Period July 13, 1999 (Inception) to March 31, 2001

                                                           July 13, 1999
                                                            (Inception)
                                       Three Months Ending       to
                                             March 31,        March 31,
                                         2001        2000       2001
                                      ----------  ----------  ----------
Cash flows from operating activities
Net (loss)                            $  (16,702) $   (3,930) $  (62,059)
Adjustments to reconcile net loss
 to net cash (used) by operating
 activities
   Shares issued for services                 --          --      10,178
   Depreciation                            1,216       1,084       6,082
   (Increase)/decrease in due
    from shareholder                          --         900        (105)
   (Increase) in inventory                    --          --      (4,614)
                                      ----------  ----------  ----------
Net cash provided by operating
 activities                              (15,486)     (1,946)    (50,518)
                                      ----------  ----------  ----------
Cash flows from investing activities
   Purchase of fixed assets               (3,604)       (882)     (6,652)
   Web site development                       --          --     (19,100)
                                      ----------  ----------  ----------
Net cash used in investing activities     (3,604)       (882)    (25,752)
                                      ----------  ----------  ----------
Cash flows from financing activities
  Issuance of common stock                    --          --     112,245
  Increase in subscriptions
   receivable                             16,000          --          25
                                      ----------  ----------  ----------
Net cash provided by financing
 activities                               16,000          --     112,270
                                      ----------  ----------  ----------
Net (decrease) increase in cash           (3,090)     (2,828)     36,000
Cash - beginning                          39,090       3,001          --
                                      ----------  ----------  ----------
Cash - ending                         $   36,000  $      173  $   36,000
                                      ==========  ==========  ==========
Supplemental disclosures:
Interest paid                         $       --  $       --  $       --
                                      ==========  ==========  ==========
Income taxes paid                     $       --  $       --  $       --
                                      ==========  ==========  ==========

Non-cash transactions:
 Stock issued for services provided                           $   10,178
                                      ==========  ==========  ==========
Number of shares issued for services                             203,567
                                      ==========  ==========  ==========


 The Accompanying Notes are an Integral Part of These Financial
                           Statements.

/8/

                     Prestige Jewelry, Inc.
                  (a Development Stage Company)
                              Notes

Note 1 - History and organization of the company

The Company was organized July 13, 1999 (Date of Inception) under
the  laws of the State of Nevada, as Prestige Jewelry, Inc.   The
Company  has  no operations and in accordance with SFAS  #7,  the
Company  is considered a development stage company.  The  Company
is  authorized  to  issue 20,000,000 shares of $0.001  par  value
common  stock and 5,000,000 shares of $0.001 par value  preferred
stock.

Note 2 - Accounting policies and procedures

Accounting method
 The Company reports income and expenses on the accrual method.

Estimates
 The  preparation  of  financial statements  in  conformity  with
 generally accepted accounting principles requires management  to
 make  estimates and assumptions that affect the reported amounts
 of  assets  and liabilities and disclosure of contingent  assets
 and  liabilities at the date of the financial statements and the
 reported  amounts of revenue and expenses during  the  reporting
 period.  Actual results could differ from those estimates.

Cash and cash equivalents
 The  Company  maintains a cash balance in a non-interest-bearing
 account   that  currently  does  not  exceed  federally  insured
 limits.   For the purpose of the statements of cash  flows,  all
 highly  liquid  investments with an original maturity  of  three
 months  or  less  are considered to be cash equivalents.   There
 are no cash equivalents as of March 31, 2001.

Reporting on the costs of start-up activities
 Statement  of Position 98-5 (SOP 98-5), "Reporting on the  Costs
 of   Start-Up  Activities,"  which  provides  guidance  on   the
 financial reporting of start-up costs and organizational  costs,
 requires  most  costs of start-up activities and  organizational
 costs  to  be  expensed as incurred.  SOP 98-5 is effective  for
 fiscal  years  beginning  after December  15,  1998.   With  the
 adoption of SOP 98-5, there has been little or no effect on  the
 Company's financial statements.

Loss per share
 Net  loss per share is provided in accordance with Statement  of
 Financial  Accounting  Standards No. 128 (SFAS  #128)  "Earnings
 Per  Share".   Basic  loss  per share is  computed  by  dividing
 losses  available to common stockholders by the weighted average
 number  of common shares outstanding during the period.   As  of
 March  31,  2001,  the  Company had  no  dilutive  common  stock
 equivalents, such as stock options or warrants.

Dividends
 The Company has not yet adopted any policy regarding payment  of
 dividends.   No  dividends  have been  paid  or  declared  since
 inception.

Equipment
 The  cost of equipment is depreciated over the estimated  useful
 life  of  the  equipment utilizing the straight-line  method  of
 depreciation based on the following estimated useful lives:

                   Equipment     5
                                 years
                   Furniture     7
                                 years
Website
 Website development costs are amortized over 60 months.

Year end
 The Company has adopted December 31 as its fiscal year end.

/9/

                     Prestige Jewelry, Inc.
                  (a Development Stage Company)
                              Notes

Note 3 - Income taxes

Income  taxes  are  provided for using the  liability  method  of
accounting  in accordance with Statement of Financial  Accounting
Standards  No. 109 (SFAS #109) "Accounting for Income Taxes".   A
deferred  tax  asset or liability is recorded for  all  temporary
differences  between financial and tax reporting.   Deferred  tax
expense (benefit) results from the net change during the year  of
deferred  tax assets and liabilities.  There is no provision  for
income  taxes  for the period ended March 31,  2001  due  to  net
losses.

Note 4 - Stockholder's equity

The  Company is authorized to issue 5,000,000 shares of it $0.001
par value preferred stock and 20,000,000 shares of its $0.001 par
value common stock.

During  August 1999, the Company issued 4,000,000 shares  of  its
$0.001  par  value  common  stock to  two  of  its  founders  and
directors  valued  at  $4,000.  Of the total,  $4,000  is  common
stock, and there is no additional paid-in capital.

During  November 1999, the Company issued 1,272,467 of its  $.001
par  value  common stock for total cash and services  of  $62,423
(net  of  offering costs) pursuant to a Rule 504 of the SEC  1933
Securities  Act  offering.  Of the total,  $1,272  is  considered
common  stock,  and  $61,151  is  considered  additional  paid-in
capital.   The Company owes $25 to an investor for  refund  of  a
subscription to stock, which has been categorized as subscription
payable.

During  December 2000, the Company issued 560,000 shares  of  its
$.001  par value common stock for total cash of $56,000 (of which
$40,000  had  been received by December 31, 2000) pursuant  to  a
Regulation D, Rule 505 of the SEC 1933 Securities Act,  offering.
The remaining $16,000 is considered Subscriptions Receivable.

During  January 2001, the Company received cash in the amount  of
$16,000 to extinguish the balance in the subscriptions receivable
account.

There have been no other issuances of preferred or common stock.

Note 5 - Going concern

The   Company's  financial  statements  are  prepared  using  the
generally  accepted accounting principles applicable to  a  going
concern,  which  contemplates  the  realization  of  assets   and
liquidation  of  liabilities in the normal  course  of  business.
However,  the  Company  has not commenced its  planned  principal
operations  and it has not generated any revenues.  In  order  to
obtain the necessary capital, the Company intends to raise  funds
via  future securities offering.  If the securities offerings  do
not  raise  sufficient  capital, it would  be  unlikely  for  the
Company to continue as a going concern.

The  officers and directors of the Company are involved in  other
business  activities and may, in the future, become  involved  in
other business opportunities.  If a specific business opportunity
becomes  available, such persons may face a conflict in selecting
between  the  Company  and their other business  interests.   The
Company  has not formulated a policy for the resolution  of  such
conflicts.

Note 6 - Warrants and options

There  are  no  warrants or options outstanding  to  acquire  any
additional shares of common stock.

/10/

                     Prestige Jewelry, Inc.
                  (a Development Stage Company)
                              Notes

Note 7 - Commitments

The Company leases office space and equipment on a month-to-month
basis from its directors at a rate of $300 per month.  Total rent
expense for the period ended March 31, 2001 is $0.

Note 8 - Related party transactions

On September 16, 1999, the Company loaned $4,000 to a shareholder
and  director.   The  terms  of  the  promissory  note  stipulate
repayment  in  12  months at a 0% interest  rate.   $105  remains
receivable as of March 31, 2001.  The Company has agreed with its
officers  to exchange rent in lieu of payment for the  note  (See
Note 7 above.)

The  Company  hired  the son of the shareholders  that  are  also
officers  and directors as an independent contractor  to  perform
sales  development services.  As of March 31, 2001,  the  Company
has paid this individual $750 for services rendered.

/11/

      Item 2. Management's Discussion and Plan of Operation


Forward-Looking Statements

  This Quarterly Report contains forward-looking statements
about our business, financial condition and prospects that
reflect our assumptions and beliefs based on information
currently available.  We can give no assurance that the
expectations indicated by such forward-looking statements will be
realized.  If any of our assumptions should prove incorrect, or
if any of the risks and uncertainties underlying such
expectations should materialize, our actual results may differ
materially from those indicated by the forward-looking
statements.

  The key factors that are not within our control and that may
have a direct bearing on operating results include, but are not
limited to, acceptance of our services, our ability to expand our
customer base, our ability to raise capital in the future, the
retention of key employees and changes in the regulation of our
industry.  There may be other risks and circumstances that we are
unable to predict.  When used in this Quarterly Report, words
such as,  "believes,"  "expects," "intends,"  "plans,"
"anticipates,"  "estimates" and similar expressions are intended
to identify forward-looking statements, although there may be
certain forward-looking statements not accompanied by such
expressions.  All forward-looking statements are intended to be
covered by the safe harbor created by Section 21E of the
Securities Exchange Act of 1934.


General

  We were formed as a Nevada Corporation on July 13, 1999 under
the name Prestige Jewelry, Inc.  We are a development stage
company.  The founders of Prestige Jewelry, Inc. intend to
establish a web centered, jewelry, precious metals, gemstone and
one of a kind commerce center.  This continues to be the driving
vision of the Company and passion of the management team.  The
emergence of the World Wide Web as a viable marketplace for goods
and services of all kinds provides the Company with a worldwide
marketplace for its product set.  The principle commerce outlet
for the Company is its website www.prestigejewelry.net started
November 1999.  We will market the following products:

        1.  Rings;         4.  Earrings;
        2.  Bracelets;     5.  Collectible coins; and
        3.  Necklaces;     6.  Precious gemstones.

Results of Operations

  Since January 1, 2001, the Company has been continually
developing its business operations, but had no revenue in the
first quarter.  The near term objective (within a six month time
horizon) is to begin sales and generate revenues.  The Company
currently has in place and operating:

  A.   Corporate office:  The Company has established an office and
     has its computer network in place and operating.  This includes:
     1.   a fully operational network that supports all of the office
       sales and support functions; and
     2.   a sales center that can support a sales staff.

  B.   Web Center:  The Company web center is operational, however,
     there are occasions (normally limited to a few days) when the
     site is down due to work that is constantly being performed to
     enhance its functionality.  The center includes:

/12/

     1.   investor relations information;
     2.   Company contact information;
     3.   shopping cart capabilities;
     4.   credit card acceptance (secure);
     5.   Company product center, which includes photos, pricing and
          spec information on each item;
     6.   specialty items, designer items and one of a kind items that
          the management team will craft for individual customers; and
     7.   newsletter registration for Company up-dates and sales
          materials.

  C.   Consultants:  The Company is utilizing the "outsourcing"
     model for development of its core business requirements.  The
     following are firms that the Company has forged
     relationships/strategic alliances with in order to further its
     business plan:
     1.   Campbell Mello Associates, LLC - At inception this firm was
          retained as a consultant to assist the Company in all regulatory
          and filing matters;
     2.   Janeva Corp. - At inception, the Company contracted with
          this firm to assist in the development of its web based commerce
          center.  The Company has since terminated this relationship;
     3.   Triumph Corp. - In January 2001, the Company contracted with
          this firm to develop and maintain its internal network.  The
          Company intends to maintain this relationship;
     4.   Roy Glover - In February 2001, the Company outsourced the
          management its web development and e-marketing programs to Roy
          Glover, an Internet specialist.  Mr. Glover has been integral in
          the development and enhancement of the Company's web center; and
     5.   Product suppliers - The Company has entered into
          relationships with the following companies:
          a. Stuller, Inc.: Provides precious and semi-precious
             gemstones, gold supplies, gold findings, and gold, platinum and
             silver mountings.
          b. Kunzelman Brothers, Inc. Provides diamonds and other
             precious gemstones, diamond supplies for mountings and repairs.
          c. Geswein, Inc.: Provides manufacturing supplies, special
             tools and equipment.

Future Business

  Our priorities for the next 12 months of operations are to:

     1.   Complete development of our web site;
     2.   Further develop our supply chain in order to obtain the
          highest quality merchandise; and
     3.   Market and advertise our products and services to attract
          customers to begin generating sales.

  We cannot guarantee that we will be able to compete
successfully or that the competitive pressures we may face will
not have an adverse effect on our business, results of
operations and financial condition.

Liquidity and Capital Resources

To fund ongoing fiscal 2001 operations, we will need to begin to
generate revenues to fund our operations and provide for our
working capital needs.  If we are unable to generate sufficient
revenues, we may need to obtain additional funding through a
public or private offering of equity or debt.  In the meantime,
our officers and directors plan to advance funds to us on an as-
needed basis, although there is no definitive or legally binding
agreement to do so.  We have no arrangements or agreements to
obtain funding, and we cannot assure you that such financing will
be available on reasonable terms, if at all.

All investor inquiries should be directed to Mr. Joseph Dzierwa,
President, Prestige Jewelry, Inc. 11469 Olive Blvd., Suite #226,
St. Louis, Missouri 63141, phone 314-432-3772, fax 314-692-2841.

/13/


                   PART II - OTHER INFORMATION


Item 6. Exhibits

  Exhibit   Name and/or Identification of Exhibit
   Number

    3       Articles of Incorporation & By-Laws
                 (a) Articles of Incorporation of the Company
                 filed July 13, 1999.  Incorporated by
                 reference to the exhibits to the Company's
                 General Form For Registration Of Securities
                 Of Small Business Issuers on Form 10-SB,
                 previously filed with the Commission.
                 (b) By-Laws of the Company adopted July 16,
                 1999.  Incorporated by reference to the
                 exhibits to the Company's General Form For
                 Registration Of Securities Of Small Business
                 Issuers on Form 10-SB, previously filed with
                 the Commission.

/14/

                           SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                     Prestige Jewelry, Inc.
-----------------------------------------------------------------
                          (Registrant)




Date: May 15, 2001




By: /s/ Joseph Dzierwa
  --------------------
  Joseph Dzierwa, President, CEO and Director




Date: May 15, 2001




By: /s/ Pamela Dzierwa
  --------------------
  Pamela Dzierwa, Secretary, Treasurer and Director

 /15/