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

(Mark One)

[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended December 31, 2000.

[  ]  Transition report pursuant to Section 13 or 15(d) of the Exchange act for
the transition period from                    to
                           -------------------  --------------------------------

Commission File Number:    0-20316
                          -----------------------------------------------------

                                  Avitar, Inc.
-------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)

Delaware                                                      06-1174053
-----------------------------------------------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

65 Dan Road, Canton, Massachusetts                                02021
-----------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

                                 (781) 821-2440
 ------------------------------------------------------------------------------
                            (Issuer's telephone number)



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

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. [x]Yes [ ]No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                            COMMON STOCK: 32,043,459
                             AS OF FEBRUARY 9, 2001

Transitional Small Business Disclosure Format
(Check One):               [  ] Yes ;       [x] No



                               Page 1 of 16 pages

<PAGE>



                                TABLE OF CONTENTS


                                                                            Page


PART I:  FINANCIAL INFORMATION                                                3


 Item 1   Consolidated Financial Statements
            Balance Sheet                                                     4
            Statements of Operations                                          5
            Statement of Stockholders' Equity                                 6
            Statements of Cash Flows                                          7
            Notes to Consolidated Financial Statements                        8


 Item 2   Management's Discussion and Analysis or Plan of Operation          11


PART II: OTHER INFORMATION                                                   14

 Item 2     Changes in Securities and Use of Proceeds                        15


 Item 6     Exhibits and Reports on Form 8-K                                 15


SIGNATURES                                                                   16

<PAGE>

                          PART I FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS

                          Avitar, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                December 31, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
<S>                                                                             <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                         $ 62,124
  Accounts receivable                                                                786,605
  Inventories                                                                        285,755
  Prepaid expenses and other                                                         155,537
                                                                                -------------
       Total current assets                                                        1,290,021

PROPERTY AND EQUIPMENT, net                                                          350,530
GOODWILL, net                                                                      2,394,411
OTHER ASSETS                                                                         162,156
                                                                                -------------
       Total                                                                     $ 4,197,118
                                                                                =============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Notes payable                                                                    $ 287,935
  Accounts payable                                                                 1,347,914
  Accrued expenses                                                                   506,352
  Current portion of long-term debt                                                   95,301
                                                                                -------------
       Total current liabilities                                                   2,237,502

LONG TERM DEBT, LESS CURRENT PORTION                                                  48,067
                                                                                -------------
       Total liabilities                                                           2,285,569
                                                                                -------------

COMMITMENTS

STOCKHOLDERS' EQUITY:
  Series A, B and C convertible preferred stock, $.01 par value;
      authorized 5,000,000 shares; 2,062,475 shares issued and
      outstanding                                                                     20,625
  Common Stock, $.01 par value; authorized 75,000,000 shares;
       31,354,985 shares issued and outstanding                                      313,550
  Additional paid-in capital                                                      33,328,038
  Accumulated deficit                                                            (31,690,023)
                                                                                -------------
                                                                                   1,972,190
  Less preferred stock subscription receivable                                       (60,641)
                                                                                -------------
       Total stockholders' equity                                                  1,911,549
                                                                                -------------
       Total                                                                     $ 4,197,118
                                                                                =============
</TABLE>

      See accompanying notes to consolidated financial statements.

<PAGE>

                                              Avitar, Inc. and Subsidiaries
                                          Consolidated Statements of Operations
                                                       (Unaudited)
<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED DECEMBER 31,
                                                     -----------------------------------------------
                                                              2000                          1999
                                                           ------------                 ------------

<S>                                                        <C>                            <C>
SALES                                                      $ 1,169,336                    $ 807,664
                                                           ------------                 ------------

OPERATING EXPENSES
     Cost of sales                                             884,218                      625,450
     Selling, general and administrative                     1,379,999                      991,927
     Research and development                                  434,713                      326,209
     Amortization of goodwill                                   70,424                       70,424
                                                           ------------                 ------------
          Total operating expenses                           2,769,354                    2,014,010
                                                           ------------                 ------------

LOSS FROM OPERATIONS                                        (1,600,018)                  (1,206,346)
                                                           ------------                 ------------

OTHER INCOME (EXPENSE)
     Interest income                                               146                        6,730
     Interest expense and financing costs                       (9,933)                     (28,732)
     Other income (expense)                                       (712)                      18,000
                                                           ------------                 ------------
          Total other expense                                  (10,499)                      (4,002)
                                                           ------------                 ------------

NET LOSS                                                  $ (1,610,517)                $ (1,210,348)
                                                          =============                =============

BASIC AND DILUTED NET LOSS PER SHARE (Note 5)
  Loss per share before cumulative accounting change      $      (0.06)                $      (0.05)
  Cumulative effect of accounting change                         (0.03)                           -
                                                          -------------                -------------
  Net Loss per share                                      $      (0.09)
                                                          =============                =============

WEIGHTED AVERAGE
     NUMBER OF COMMON SHARES OUTSTANDING                    30,934,411                   24,718,727
                                                          =============                =============
</TABLE>


      See accompanying notes to consolidated financial statements.
<PAGE>
                          Avitar, Inc. and Subsidiaries
                 Consolidated Statement of Stockholders' Equity
                      Three Months Ended December 31, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                                        Preferred Stock               Common Stock
                                    ----------------------     ------------------------
                                                                                               Additional
                                      Shares       Amount      Shares            Amount      paid-in capital
------------------------------------------------ ----------- ------------     -------------- ---------------

<S>                                   <C>          <C>        <C>                  <C>          <C>
Balance at September 30, 2000         2,062,143    $ 20,621   30,695,692           $306,957     $31,213,838

Sale of common stock and warrants                                659,293              6,593       1,028,107
                                             -           -
Payment of preferred stock dividend,
 Series B preferred stock                   332           4                                           7,888
                                                                       -                  -
Cumulative effect of accounting changes
 for remeasurement of original discount
 on preferred stock issuance (Note 5)                                                             1,078,205

Net loss                                      -           -            -                  -               -

------------------------------------------------ ----------- ------------     -------------- ---------------
Balance at December 31, 2000          2,062,475     $20,625   31,354,985           $313,550     $33,328,038
</TABLE>


<PAGE>

                          Avitar, Inc. and Subsidiaries
                 Consolidated Statement of Stockholders' Equity
                      Three Months Ended December 31, 2000
                                   (Unaudited)
                                  (continued)

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

                                                             Preferred
                                                              Stock
                                        Accumulated         Subscription
                                         deficit             Receivable
------------------------------------- ---------------   ---------------------

Balance at September 30, 2000        ($28,993,409)             ($60,641)

Sale of common stock and warrants                                      -
                                                -
Payment of preferred stock dividend,
 Series B preferred stock                  (7,892)                     -

Cumulative effect of accounting changes
 for remeasurement of original discount
 on preferred stock issuance (Note 5)  (1,078,205)


Net loss                               (1,610,517)                     -

--------------------------------------------------- ---------------------
Balance at December 31, 2000         ($31,690,023)             ($60,641)


See accompanying notes to consolidated financial statements.

<PAGE>
                                         Avitar, Inc. and Subsidiaries
                                      Consolidated Statements of Cash Flows
                                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED DECEMBER 31,
                                                                                ---------------------------------
                                                                                     2000                 1999
                                                                                ------------         ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                             <C>                  <C>
   Net loss                                                                     ($1,610,517)         ($1,210,348)
   Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation and amortization                                                38,336               41,098
        Amortization of goodwill                                                     70,424               70,424
        Changes in operating assets and liabilities:
         Accounts receivable                                                        (38,722)             (48,466)
         Inventories                                                                222,123                    -
         Prepaid expenses and other current assets                                   49,535               (5,842)
         Other assets                                                                97,550               36,684
         Accounts payable and accrued expenses                                      108,458              157,478

                                                                                ------------         ------------
           Net cash used in operating activities                                 (1,062,813)            (958,972)
                                                                                ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchases of property and equipment                                              (12,527)             (91,563)
                                                                                ------------         ------------

           Net cash used in investing activities                                    (12,527)             (91,563)
                                                                                ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Repayment of notes payable and long-term debt                                    (21,777)            (102,430)
   Sales of common stock, preferred stock and warrants                            1,034,700              752,000
   Preferred stock subscription receivable                                           42,228                    -
   Exercise of stock options and warrants                                                 -              196,830
                                                                                ------------         ------------

           Net cash provided by financing activities                              1,055,151              846,400
                                                                                ------------         ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                           (20,189)            (204,135)

CASH AND CASH EQUIVALENTS, beginning of the period                                   82,313              280,758
                                                                                ------------         ------------

CASH AND CASH EQUIVALENTS, end of the period                                        $62,124              $76,623
                                                                                ============         ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Cash paid during period:
     Income taxes                                                                   $     -             $      -
     Interest                                                                       $ 9,759             $ 26,528
</TABLE>


      See accompanying notes to consolidated financial statements.
<PAGE>

                          AVITAR, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
================================================================================

1.   BASIS OF PRESENTATION

         Avitar,  Inc.  ("Avitar" or the  "Company"),  through its  wholly-owned
     subsidiaries,  Avitar  Technologies  Inc.  ("ATI")  and United  States Drug
     Testing  Laboratories,  Inc. ("USDTL"),  designs,  develops,  manufactures,
     markets and provides  diagnostic  test products and services.  Avitar sells
     these products and services to large medical supply  companies,  employers,
     diagnostic distributors and governmental agencies. During Fiscal Years 2000
     and  2001,  the  Company   continued  the   development  and  marketing  of
     ORALscreen(TM),  innovative  point of care oral fluid  drugs of abuse tests
     that use the  Company's  foam as the means for  collecting  the oral  fluid
     sample.

         The accompanying  consolidated financial statements of the Company have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information,  the  instructions  to Form 10-QSB and
     Regulation S-B (including Item 310(b)  thereof).  Accordingly,  they do not
     include all of the information and footnotes required by generally accepted
     accounting principles for complete financial statements.  In the opinion of
     the  Company's  management,  all  adjustments  (consisting  only of  normal
     recurring accruals)  considered necessary for a fair presentation have been
     included.  Operating results for the three-month  period ended December 31,
     2000 are not necessarily indicative of the results that may be expected for
     the  full  fiscal  year  ending   September  30,  2001.  The   accompanying
     consolidated  financial  statements  should be read in conjunction with the
     audited  financial  statements  of the  Company  for the fiscal  year ended
     September 30, 2000.

         The Company's  consolidated financial statements have been presented on
     the basis that it is a going concern, which contemplates the realization of
     assets  and  the  satisfaction  of  liabilities  in the  normal  course  of
     business. The Company has suffered recurring losses from operations and has
     a working capital deficit as of December 31, 2000 of $947,481.  The Company
     raised net proceeds aggregating approximately $5,914,000 during fiscal year
     ended September 30, 2000 from the sale of stock and the exercise of options
     and warrants.  During the three months ended December 31, 2000, the Company
     raised approximately $1.035,000 from the sale of common stock and warrants.
     Based upon cash flow projections, the Company believes the anticipated cash
     flow from  operations  and proceeds from future equity  financings  will be
     sufficient to finance the Company's  operating  needs until the  operations
     achieve  profitability.  There can be no assurances that forecasted results
     will be  achieved  or that  additional  financing  will  be  obtained.  The
     financial  statements  do  not  include  any  adjustments  relating  to the
     recoverability  and  classification  of asset  amounts or the  amounts  and
     classification of liabilities that might be necessary should the Company be
     unable to continue as a going concern.






2.   INVENTORIES

     At December 31, 2000, inventories consist of the following:

                           Raw Materials                       $161,903
                           Work-in-Process                       46,556
                           Finished Goods                        77,296
                                                             ----------
                           Total                               $285,755
                                                             ==========


3.   MAJOR CUSTOMERS

     Customers in excess of 10% of total sales are:

                                          Three Months Ended December 31,
                                         -------------------------------
                                          2000                      1999
                                    ----------------          -----------------
       Customer A                      $125,948                  $     -
       Customer B                            *                     106,817
       Customer C                            *                     112,500

*Customer  was not in excess of 10% of total sales in 2000.

4.   COMMON AND PREFERRED STOCK

     During the quarter ended December 31, 2000, the Company sold 659,293 shares
     of the  Company's  common  stock and  received  proceeds  of  approximately
     $1,035,000.  In connection  with the sale of the common stock,  the Company
     issued to the holders of the common  stock  warrants to purchase  2,759,293
     shares of the Company's  common stock at exercise  prices of $1.28 to $1.50
     per share which expire in three to five years.

     Preferred  stock  dividends  related to the Series B convertible  preferred
     stock for the three months ended December 31, 2000 amounted to $95,044.  As
     of December 31, 2000, the total amount of unpaid and  undeclared  dividends
     was $343,340


5.  EARNINGS PER SHARE

     The following data show the amounts used in computing earnings per share:

                                               2000                 1999
                                         --------------        ---------------
     Net loss                              $(1,610,517)         $(1,210,348)
     Less:
        Preferred Stock Dividends         (     95,044)        (     66,295)
                                          -------------        -------------
        Value of warrants issued in
         connection with Series C
            preferred stock sales                -             (     12,000)
                                           ------------        --------------
     Loss available to common
        stockholders used in basic and
        diluted EPS before cumulative
        accounting chnage                  $(1,705,561)         $(1,288,643)

     Cumulative effect of change in
        accounting for original discount
        related to prior years' preferred
        stock issues                        (1,078,205)                   -

     Net loss available to common
        Shareholders used in basic and
        diluted EPS                        $(2,783,766)         $(1,288,643)
                                           ------------        -------------

     Weighted average number of
        common shares outstanding           30,934,411           24,718,727
                                           ============        ===============

In November 2000, the FASB Emerging Task Force ("ETIF")  issued a consensus that
requires the  remeasurement  of original issue discount on preferred  stock with
characteristics  similar to  convertible  preferred  stock issued by the Company
during fiscal years 2000 and 1999. The impact to adopting this ETIF amounting to
$1,078,205  has been  included in the  comutation  of earnings per share for the
period ended December 31, 2000 as a cumulative change in accounting.

6.   SUBSEQUENT EVENTS

     Since  December 31, 2000 the Company sold 688,474  shares of the  Company's
     common stock and received proceeds of approximately $651,000. In connection
     with the sale of the common stock, the Company issued to the holders of the
     common stock warrants to purchase  688,474  shares of the Company's  common
     stock at  exercise  prices of $1.26 to $1.64 per  share  which  expire in 3
     years.



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

     The following  discussion and analysis  should be read in conjunction  with
the Company's  consolidated financial statements and the notes thereto appearing
elsewhere in this report.

RESULTS OF OPERATIONS

     Revenues  Sales for the three  months  ended  December  31, 2000  increased
$361,672  or   approximately   45  %,  to  $1,169,336   from  $807,664  for  the
corresponding  period of the prior year.  The change for the three  months ended
December 31, 2000 primarily reflects the increase in sales of its OralScreen(TM)
products.

Operating Expenses

     Cost  of  sales  for  the  three  months  ended   December  31,  2000  were
approximately 76% of sales compared to the cost of sales of approximately 77% of
sales for the three months ended December 31, 1999.

     Selling,  general and  administrative  expenses  for the three months ended
December 31, 2000 increased  $388,072,  or approximately 39%, to $1,379,999 from
$991,927 for the  corresponding  period of the prior year.  The increase for the
three month  period ended  December  31, 2000  continued to reflect the expanded
sales,  marketing  and  administrative  efforts  associated  with the  Company's
OralScreen and HAIRscreen products and services.

     Expenses for research and  development  for the three months ended December
31, 2000 amounted to $434,713 compared to $326,209 for the corresponding  period
of the prior year. The increase of $108,504, or approximately 33%, was primarily
attributable to the increased research and development activities related to the
Company's OralScreen(TM) products.

     For the three months ended December 31, 2000,  amortization of goodwill was
$70,424  which was  identical to the amount  incurred for the three months ended
December 31, 1999.

     Other Income and Expense

     Interest  income  amounted to $ 146 for the quarter ended December 31, 2000
compared to $6,730 for the same period of the prior year. The decrease primarily
reflects the reduction in interest earned on cash management accounts.

     Interest expense and financing costs were $9,933 for the three months ended
December  31, 2000  compared to $28,732  incurred  during the three months ended
December 31, 1999.  This decrease  resulted  primarily from no interest  expense
being incurred on accounts receivable financing.

     For the three months ended  December 31, 2000,  other  expense  amounted to
$712 as compared to other income of $18,000 for the three months ended  December
31, 1999.  This change is mainly a result of no rental  income from the lease of
excess square feet in the Company's facility.

        Accounting Change

     In November 2000, the FASB Emerging Task Force ("ETIF")  issued a consensus
that requires the  remeasurement  of original issue discount on preferred  stock
with  characteristics  similar  to  convertible  preferred  stock  issued by the
Company  during  fiscal  years 2000 and 1999.  The impact to adopting  this ETIF
amounting to  $1,078,205  has been  included in the  comutation  of earnings per
share  for the  period  ended  December  31,  2000  as a  cumulative  change  in
accounting.

     The effect of this accounting  change  increased the Company's net loss per
share by $.03 for the period ended September 30, 2000.

         Net Loss

     Primarily as a result of the factors described above, the Company had a net
loss of $1,610,517, for the three months ended December 31, 2000, as compared to
a net loss of $1,210,348, for the three months ended December 31, 1999. The loss
per share before the cumulative  effect of the change in accounting  included in
the first  quarter of Fiscal 2001 was $.06 per basic and  diluted  share for the
three months  ended  December 31, 2000 as compared to $.05 per basic and diluted
share for the three months ended December 31, 1999. The net loss per share after
the cumulative  effect of the  accounting  change was $.09 per basic and diluted
share for the three months ended December 31, 2000.

FINANCIAL CONDITION AND LIQUIDITY

     At December 31, 2000 and September 30, 2000 the Company had working capital
deficiencies  of  $947,481  and  $543,515,   respectively,  and  cash  and  cash
equivalents  of $62,124 and  $82,313  respectively.  Net cash used in  operating
activities  during  the  three  months  ended  December  31,  2000  amounted  to
$1,062,813  resulting primarily from a net loss of $1,610,517 and an increase in
accounts   receivable  of  $38,722;   partially   offset  by  depreciation   and
amortization  of $38,336,  amortization  of  goodwill of $70,424,  a decrease in
inventories of $222,123, a decrease in prepaid expenses and other current assets
of $49,535,  a decrease in other  assets of $97,550  and  increases  in accounts
payable and accrued  expenses of $108,458.  Net cash  provided by financing  and
investing activities during the three months ended December 31, 2000 amounted to
$1,042,624 which included proceeds from the sale of common stock and warrants of
$1,034,700 and a decrease in preferred stock subscription receivable of $42,228;
offset in part by the  repayment of notes  payable and long term debt of $21,777
and purchases of property and equipment of $12,527.

     Since  October  2000,  the  Company  received   proceeds  of  approximately
$1,686,300 from the sale of 1,347,767  shares of the Company's  common stock and
warrants to purchase  3,448,767 shares of the Company's common stock at exercise
prices  of $1.26  -$1.64  per  share  for a period  of three to five  years.  In
addition,  the Company plans to raise up to $10,000,000 from the sales of equity
and/or  debt  securities.  The  Company  plans to use the  proceeds  from  these
financings to provide working capital and capital  equipment  funding to operate
the Company,  to expand the Company's  business,  to further develop and enhance
the  ORALscreen  and  HAIRscreen  drug  screening  systems,  to  fund  strategic
acquisitions and to pursue the development of oral fluid diagnostic  testing for
diseases.  However,  there can be no  assurance  that these  financings  will be
achieved.

     For the balance of fiscal year 2001,  the Company's cash  requirements  are
expected to include  primarily the funding of operating  losses,  the payment of
outstanding  accounts  payable,  the  repayment of certain  notes  payable,  the
funding  of  operating  capital  to grow the  Company's  drugs of abuse  testing
products and services,  the continued  funding for the development of oral fluid
diagnostic  testing  products for diseases  and the  exploration  and funding of
acquisitions that will accelerate the expansion of the Company.

     Operating  revenues of the Company grew  approximately 45% during the first
quarter of Fiscal 2001 and are  expected to grow at a more rapid pace during the
remainder of Fiscal 2001 as the Company  continues to increase the  shipments of
new and enhanced  OralScreen(TM)  products and grow the business of USDTL. Based
on current sales, expenses and cash flow projections,  the Company believes that
the current level of cash and cash equivalents on hand and most  importantly,  a
portion of the anticipated net proceeds from the financing mentioned above would
be sufficient to fund operations until the Company achieves profitability. There
can be no  assurance  that  the  Company  will  consummate  the  above-mentioned
financing.  Once  the  Company  achieves  profitability,  the  longer-term  cash
requirements  of the  Company to fund  operating  activities,  purchase  capital
equipment, expand the existing business and develop new products are expected to
be met by the  anticipated  cash  flow from  operations  and  proceeds  from the
financing  described  above.  However,  because there can be no assurances  that
sales will  materialize  as  forecasted,  management  will  continue  to closely
monitor  and attempt to control  costs at the Company and will  continue to seek
additional capital as necessary.


<PAGE>


                            PART II OTHER INFORMATION

ITEM 2.           CHANGE IN SECURITIES AND USE OF PROCEEDS

         During the quarter ended December 31, 2000, the Company sold to private
investors  659,293  shares  of the  Company's  common  stock and  received  cash
proceeds of approximately  $1035,000. In connection with the sale of this common
stock,  the  Company  issued to the  holders of the  common  stock  warrants  to
purchase  2,759,293 shares of the Company's common stock at an exercise price of
$1.28 to $1.50 per share which expire in three to five years.  The exemption for
registration  of these  securities is based upon Section 4(2) of the  Securities
Act.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

       None


(b)  Reports on Form 8-K:

       None


<PAGE>

                                   SIGNATURES

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


                                           AVITAR, INC.
                                           (Registrant)




Dated:  February 14, 2001                  /S/ Peter P. Phildius
                                           -------------------------
                                           Peter P. Phildius
                                           Chairman and Chief
                                           Executive Officer
                                           (Principal Executive Officer)



Dated:  February 14, 2001                  /S/ J.C. Leatherman, Jr.
                                           ---------------------------
                                           J.C. Leatherman, Jr.
                                           Chief Financial Officer
                                           (Principal Accounting and
                                           Financial Officer)