<Page>

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

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 February 28, 2002

 | | Transition report under Section 13 or 15(d) of the Exchange Act

 For the transition period from _____________ to ____________

Commission File Number 0-11791


                                PURCHASESOFT, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

         DELAWARE                                            13-2897997
(State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                       Identification No.)


                                ONE RESEARCH DRIVE
                                    SUITE 100 B
                               WESTBOROUGH, MA 01581
                    (Address of Principal Executive Offices)

                                  (508) 599-1300
                 (Issuer's Telephone Number, Including Area Code)


      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   |X|                           No   | |

      STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON EQUITY, AS OF THE LATEST PRACTICABLE DATE.

            Class                               Outstanding at April 9, 2002
--------------------------------                -----------------------------
   COMMON STOCK, PAR VALUE                            33,291,056 SHARES
      $0.01 PER SHARE

<Page>

                               PURCHASESOFT, INC.

                                      INDEX


<Table>
<Caption>

  Item                                                                                                           Page
 Number                                                                                                         Number
 ------                                                                                                         ------
<S>                                                                                                             <C>

PART I.           FINANCIAL INFORMATION

     Item 1.      Financial Statements

                      Statement of Net Liabilities in Liquidation as of February 28, 2002.................        3

                      Balance Sheet as of May 31, 2001....................................................        4

                      Statement of Changes in Net Liabilities in Liquidation
                      For the period from December 1, 2001 to February 28, 2002 ..........................        5

                      Statements of Operations for the six month period ended
                      November 30, 2001, the three month period ended February
                      28, 2001 and the nine month period ended February 28, 2001..........................        6

                      Notes to the Financial Statements...................................................      7-9

     Item 2.      Management's Discussion and Analysis of Financial Condition ............................   10 -12



PART II.          OTHER INFORMATION

     Item 1.      Legal Proceedings ......................................................................       13

     Item 6.      Exhibits and Reports on Form 8-K  ......................................................       13

     Signatures       ....................................................................................       13

</Table>


                                      -2-
<Page>

PART I.    FINANCIAL INFORMATION

  ITEM 1.  FINANCIAL STATEMENTS
           COMPANY FOR WHICH REPORT IS FILED: PURCHASESOFT, INC. (THE "COMPANY")

                               PURCHASESOFT, INC.
                   STATEMENT OF NET LIABILITIES IN LIQUIDATION


<Table>
<Caption>

                                                                           (Unaudited)
                                                                        February 28, 2002

                                                                        ------------------
<S>                                                                     <C>
Assets

   Cash and cash equivalents                                             $        385,857
   Due from the sale of assets                                                     28,822
                                                                           ---------------
Total assets in liquidation                                              $        414,679
                                                                           ===============

Liabilities

   Accounts payable                                                      $        432,105
   Obligations under capital and operating leases                                 323,243
   Accrued expenses                                                               706,145
                                                                           ---------------
Total liabilities in liquidation                                         $      1,461,493
                                                                           ===============

Net liabilities in liquidation                                           $     (1,046,814)
                                                                           ===============
</Table>


                  See accompanying notes to financial statements

                                      -3-
<Page>

                             PURCHASESOFT, INC.
                               BALANCE SHEET


<Table>
<Caption>

                                                              May 31, 2001
                                                            -----------------
<S>                                                         <C>
Assets

Current Assets
   Cash and cash equivalents                                $      2,358,688
   Accounts receivable, net                                          119,827
   Prepaid expenses and other current assets                         152,668
                                                              ---------------
Total Current Assets                                               2,631,183
                                                              ---------------
Property and equipment, net                                        1,062,360
                                                              ---------------
Security deposits                                                    339,131
                                                              ---------------
Total Assets                                                $      4,032,674
                                                              ===============

Liabilities and Stockholders' Equity

Current Liabilities
   Accounts payable                                         $        532,594
   Current obligations under capital leases                          112,825
   Accrued expenses                                                  476,524
   Deferred revenues                                                  34,812
                                                              ---------------
Total Current Liabilities                                          1,156,755
                                                              ---------------
Noncurrent obligations under capital leases                          110,613

Commitments and Contingencies
                                                              ---------------
Total liabilities                                                  1,267,368

Stockholders' Equity
Common stock, $0.01 par value, 50,000,000
   shares authorized, 26,988,905
   issued and outstanding                                            269,889
Additional paid-in-capital                                        39,686,388
Deferred stock-based compensation                                   (159,722)
Accumulated deficit                                              (36,942,217)
                                                              ---------------
                                                                   2,854,338
Less treasury stock (4,780 shares) at cost                           (89,032)
                                                              ---------------
Total Stockholders' Equity                                         2,765,306
                                                              ---------------
Total Liabilities and Stockholders' Equity                  $      4,032,674
                                                              ===============

</Table>


                  See accompanying notes to financial statements

                                      -4-
<Page>

                             PURCHASESOFT, INC.
           STATEMENT OF CHANGES IN NET LIABILITIES IN LIQUIDATION
                                (UNAUDITED)

<Table>
<Caption>

                                                                Period From
                                                              December 1, 2001
                                                                     to
                                                              February 28, 2002
                                                              -----------------
<S>                                                           <C>
Net assets as of November 1, 2001                                $ 1,989,435
Adjustments to liquidation basis                                  (3,705,699)
                                                                 ------------
Net liabilities in liquidation as of December 1, 2001              1,716,264
Changes in net liabilities in liquidation                           (669,450)
                                                                 ------------
Net liabilities as of February 28, 2002                          $ 1,046,814
                                                                 ===========
</Table>

                  See accompanying notes to financial statements

                                      -5-
<Page>

                                PURCHASESOFT, INC.
                             STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<Table>
<Caption>

                                            Period From                   For the 3              For the 9
                                           June 1, 2001                  Month Period           Month Period
                                                to                          Ended                  Ended
                                         November 30, 2001            February 28, 2001       February 28, 2001
                                         ------------------           -------------------     -----------------
<S>                                      <C>                          <C>                     <C>
Revenues:
   Product                               $         --                 $         79,871        $        130,931
   Services                                      199,035                       153,950                 268,417
                                           --------------               ---------------         ---------------
Total revenues                                   199,035                       233,821                 399,348
                                           --------------               ---------------         ---------------

Costs and expenses:
   Cost of product revenues                       14,000                         - -                    14,000
   Cost of service revenues                      595,501                       314,393                 541,105
   Sales and marketing                         2,139,847                       594,486               1,159,219
   General and administrative                  1,080,389                       605,630               1,939,362
   Research and development                    2,696,611                       892,445               1,997,276
                                           --------------               ---------------         ---------------
Total costs and expenses                       6,526,348                     2,406,954               5,650,962
                                           --------------               ---------------         ---------------

Operating loss                                (6,327,313)                   (2,173,133)             (5,251,614)

Interest income (expense), net                    21,701                       (62,215)               (117,337)
                                           --------------               ---------------         ---------------
Net loss                                 $    (6,305,612)             $     (2,235,348)       $     (5,368,951)
                                           ==============               ===============         ===============

Net loss per common share
   (Basic and diluted)                   $         (0.21)             $          (0.15)       $          (0.36)
                                           ==============               ===============         ===============

Weighted average
   shares outstanding                         29,573,994                    14,914,836              14,804,464
                                           ==============               ===============         ===============

</Table>

         The Company has adopted the liquidation basis of accounting as of
           December 1, 2001 and therefore no statement of operations for
              periods subsequent to November 30, 2001 are presented.

                                      -6-
<Page>

                               PURCHASESOFT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               February 28, 2002


NOTE 1:  BASIS OF PRESENTATION

      The Financial Statements included herein have been prepared by the
Company without audit except the May 31, 2001 balance sheet, which was
audited. The Financial Statements have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission and reflect all
adjustments, consisting of only normal recurring accruals, which are, in the
opinion of management, necessary for a fair statement of the results of
operations for the periods shown. These statements do not include all
information required by accounting principles generally accepted in the
United States of America to be included in a full set of Financial
Statements. These Financial Statements should be read in conjunction with the
May 31, 2001 Financial Statements and notes thereto included in the Company's
latest report on Form 10-KSB.

      On December 21, 2001, the Company announced that it was suspending its
operations effective immediately and was commencing an orderly wind down of
its operations. See Note 2 for additional information.

      The Company is considered a Small Business (SB) filer pursuant to
Securities and Exchange Commission (SEC) regulations. As such, the
accompanying financial statements are not intended to, nor do they, include
all disclosures required by the SEC's Regulation S-X.

NOTE 2:  CESSATION OF THE BUSINESS AND LIQUIDATION BASIS PRESENTATION

      On December 21, 2001, the Company announced that it was suspending its
operations effective immediately and was commencing an orderly wind down of
its operations. All employees were terminated except those involved in
effecting the wind down. The Company has continued to evaluate its strategic
alternatives in order to salvage the value of its assets during the wind
down. The Company has had several inquiries about its intellectual property,
although to date, no offers have been presented.

      The Company adopted the liquidation basis of accounting as of December 1,
2001. This basis of accounting requires the Company to accrue an estimate for
all liabilities related to expenses to be incurred during the wind down period.
Additionally, assets are stated at their estimated net realizable value and
liabilities are stated at their estimated amounts. The estimated net realizable
value of assets represents management's best estimate of the recoverable value
of the assets, net of selling expenses, and without consideration for the
effect that the settlement of any litigation may have on the value of the
assets. The assets are held at their net realizable value until they are sold
or liquidated. There can be no assurance, however, that the Company will be
successful in selling the assets at the estimated net realizable value.


                                      -7-
<Page>

NOTE 3:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)   Use of Estimates

       Management is required to make estimates and assumptions during the
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America. These estimates and
assumptions affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements. They also affect reported amounts of net income (loss) during the
period. Actual results could differ materially from these estimates and
assumptions.

       (b)   Revenue Recognition and Accounts Receivable

       The Company recognized revenue in accordance with the provisions of
Statement of Position (SOP) No. 97-2, "Software Revenue Recognition," as
amended by SOP 98-4 and SOP 98-9. The Company recognized software license
revenue at the point when evidence of an arrangement existed, the software
product had been shipped, there were no uncertainties surrounding product
acceptance, the fees were fixed or determinable and collection of the related
receivable was considered probable. In multiple-element software arrangements
that included rights to multiple software products, maintenance or services,
the Company allocated the total arrangement fee using the residual method.
Under the residual method, the fair value of the undelivered maintenance and
services elements, as determined based on vendor-specific objective evidence,
was deferred and the remaining (residual) arrangement fee was recognized as
software product revenue. Service revenues were comprised of revenues derived
from software maintenance agreements and professional services. Maintenance
fees were recorded as deferred revenue and recognized ratably over the
maintenance period, which was usually twelve months. Professional service
revenue was recognized as the services were performed.

       Accounts receivable is presented net of an allowance for uncollectible
accounts of $9,000 at May 31, 2001. Bad debt expense was recorded in general
and administrative expenses.

       (c)   Research and Development

       The Company was engaged in research and development activities in the
area of computer software. In accordance with generally accepted accounting
principles, costs incurred prior to determination of technological
feasibility were considered research and development and expensed as
incurred. Technological feasibility was determined after a working model had
been completed. During the period of June 1, 2001 through November 30, 2001,
the Company's research and development costs primarily related to software
development during the period prior to technological feasibility and were
charged to expense as incurred. Costs otherwise capitalizable after
technological feasibility had been achieved were also expensed because they
were insignificant.

       (d)   Cash and Cash Equivalents

       The Company considers all highly liquid instruments with original
maturities of 90 days or less to be cash equivalents for financial statement
purposes.

       (e)   Property and Equipment

       Property and equipment are stated at cost, less accumulated
depreciation. Depreciation was charged to operations over the estimated
useful lives of the related assets, generally 5 to 7 years, using the
straight-line method. Leasehold improvements were amortized over the shorter
of the asset life or the life of the lease. Depreciation and amortization
expense was $137,492 for the six months ended November 30, 2001 and $121,236
for the nine months ended February 28, 2001.


                                      -8-
<Page>

      (f)   Income Taxes

      The Company accounted for income taxes using the liability method in
accordance with the provisions of the Statement of Financial Accounting
Standard (SFAS) No. 109, "Accounting for Income Taxes." SFAS No. 109 required
that deferred income taxes reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and their
financial reporting amounts.

      (g)   Loss Per Common Share

      The Company accounted for income (loss) per share in accordance with
SFAS No. 128, "Earnings Per Share." SFAS No. 128 required dual presentation
of basic and diluted earnings per share for entities with complex capital
structures. Basic earnings per share included no dilution and was computed by
dividing net income (loss) available to common stockholders by the weighted
average number of common stock outstanding for the period. Diluted earnings
per share reflected the potential dilution of securities that could share in
the earnings of an entity. Diluted net loss per common share did not differ
from basic net loss per common share since potential shares of common stock
from the exercise of stock options and warrants were anti-dilutive for all
periods presented. Shares excluded from diluted earnings per share totaled
3,896,300 on November 30, 2001 and 3,606,226 on February 28, 2001.

      (h)   Stock-Based Compensation

      The Company accounted for stock-based compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and complied with the disclosure
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation."

      (i)   Reclassification

      Certain prior year balances were reclassified to conform to current
year presentation. There was no impact on the prior year's net loss or total
stockholders' equity from the reclassification.

NOTE 4:  SETTLEMENTS

      During the quarter, the Company was successful in getting a release
from the landlord of its Westborough, Massachusetts's office space. Future
lease payments under this lease totaled $1,396,000. In exchange for the
Company's agreement to release $237,500 of its $258,000 security deposit, the
landlord granted the Company a full and final release from its lease
obligation.

      Subsequent to February 28, 2002, the Company reached negotiated
settlements with the landlord of its short-term office lease in Reading,
England, the lessor of its capital leases, totaling approximately $167,000
and a number of our other general creditors at $0.11 for every $1.00 of their
claim. To date, the Company has obtained settlement agreements with
approximately 60% of all of its general creditors.


                                      -9-
<Page>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

      Management's Discussion and Analysis of Financial Condition and other
parts of this Form 10-QSB may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 that involve risks and uncertainties. Words
such as "anticipates," "believes," "plans," "expects," "future," "intends"
and similar expressions identify forward-looking statements. These statements
are not guarantees of future performance and are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
expressed or forecasted. Factors that might cause such a difference include,
but are not limited to, those discussed in the section entitled "Certain
Business Risks", and those appearing elsewhere in this Form 10-QSB. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the date hereof.
We assume no obligation to update these forward-looking statements to reflect
actual results or changes in factors or assumptions affecting forward-looking
statements.

OVERVIEW

      On December 21, 2001, we announced our decision to pursue an orderly
wind down and cessation of our business operations. The Board of Directors
and management engaged in a concerted effort to explore various strategic
alternatives for the future of the Company, including its sale, prior to
making the decision to begin the orderly wind down. These efforts did not
result in the identification of a party that was prepared to provide capital
or acquire the Company. The Board of Directors therefore concluded that the
orderly wind down of the Company was the most prudent course of action.

      We have net liabilities in liquidation and do not expect to have any
cash that could be returned to stockholders. We have sold or disposed of all
of our fixed and other tangible assets. We have had several inquiries about
our intellectual property during the wind down, although to date, no offers
have been presented. Consequently, we have assigned no value to our
intangible assets in our Statement of Net Liabilities in Liquidation.

       We have recognized no revenue following the announcement to begin the
orderly wind down. We may not be able to negotiate a settlement of all of the
Company's obligations to its creditors. These include, without limitation,
long-term contractual obligations associated with one remaining office lease,
operating leases and other business agreements with third parties and trade
payables with vendors.


                                      -10-
<Page>

LIQUIDITY AND CAPITAL RESOURCES

      As of February 28, 2002, net liabilities in liquidation were
$1,046,814. Cash and cash equivalents were $385,857. Our primary cash needs
are for administrative expenses and professional fees to wind down the
Company's affairs, negotiate settlements with creditors and make required SEC
filings.

      On April 8, 2002, the company's two remaining employees were terminated
in conjunction with the substantial completion of our wind down plan. The
agreements we have with these two individuals provide that they be available
to assist with inquiries and continue to negotiate settlements with creditors
as independent contractors. Our President and CEO, Donald LaGuardia will
handle administration of the Company's affairs after April 8, 2002. If you
need to contact the company, you may send your inquiry to: Donald LaGuardia,
c/o L-R Global Partners, L.P., 320 Park Avenue, New York, NY 10022.

      During the quarter, we were successful in getting a release from the
landlord of our Westborough, Massachusetts's office space. Our future lease
payments under this lease totaled $1,396,000. In exchange for our agreement
to release $237,500 of our $258,000 security deposit, the landlord granted us
a full and final release from our lease obligation.

      During the quarter, we also recorded the following adjustments:

<Table>

      <S>                                                    <C>
      Third party obligations:
          -  Operating leases                                $  37,000
          -  Claim from vendor                                  40,000
          -  Severance claim                                   124,000
                                                               -------
             Total                                           $ 201,000

      Shortfall in tangible asset sales:
          -  Projected proceeds                              $ 160,000
          -  Actual proceeds and related receivables            70,000
                                                            ----------
             Shortfall in projected tangible asset sales     $  90,000

      Additional costs associated with the wind down
          primarily related to compensation & benefits       $ 199,000

</Table>

      Subsequent to February 28, 2002, we reached negotiated settlements with
the landlord of our short-term office lease in Reading, England, the lessor
of our capital leases, totaling approximately $167,000 and a number of our
other general creditors at $0.11 for every $1.00 of their claim. To date, we
have obtained settlement agreements with approximately 60% of all of our
general creditors. We are offering to pay each remaining general creditor of
the Company, the same $0.11 for every $1.00 of his, her or its claim. The
$0.11 settlement amount represents the cash that is available to settle these
claims after deducting cash necessary to pay administrative expenses and
professional fees incurred during the wind down.

CERTAIN BUSINESS RISKS

      On December 21, 2001, the Company announced its decision to pursue an
orderly wind down and cessation of its business operations. We project to
have net liabilities in liquidation and do not expect to be able to generate
any cash that could be returned to stockholders. We intend to continue to
pursue opportunities to sell certain intangible assets during the wind down.
As of April 8, 2002, there have been no offers for these intangible assets
and consequently, we have been assigned no value to them in the Statement of
Net Liabilities in Liquidation as of February 28, 2002.


                                      -11-
<Page>

      The Board of Directors and management engaged in a concerted effort to
explore various strategic alternatives for the future of the Company,
including its sale, prior to making the decision to begin the orderly wind
down. These efforts did not result in the identification of a party that was
prepared to provide capital or acquire the Company. The Board of Directors
therefore concluded that the orderly wind down of the Company was the most
prudent course of action. We have sold or disposed of all of our fixed and
other tangible assets. We intend to continue to pursue opportunities to sell
certain intangible assets during the wind down. As of April 8, 2002, there
have been no offers for these intangible assets and consequently, we have
assigned no value to them in the Statement of Net Liabilities in Liquidation
as of February 28, 2002. The Company has recognized no revenue following the
announcement to begin the orderly wind down. We may not be able to negotiate
a settlement of all of the Company's obligations to its creditors. These
include, without limitation, long-term contractual obligations associated
with one remaining office lease, operating leases and other business
agreements with third parties and trade payables with vendors.

STOCKHOLDERS ARE NOT EXPECTED TO RECEIVE ANY DISTRIBUTIONS AS PART OF THE
COMPANY'S WIND DOWN.

THE COMPANY'S INTANGIBLE ASSETS MAY NOT BE SOLD.

      Although we intend to continue to pursue opportunities to sell certain
intangible assets during the wind down, as of April 8, 2002, there have been
no offers for these intangible assets and consequently, we have assigned no
value to them in the Statement of Net Liabilities in Liquidation as of
February 28, 2002. Sales of the Company's intangible assets will be made on
such terms as are approved by the Board of Directors and may be conducted by
competitive bidding, public sales or privately negotiated sales. The prices
at which we will be able to sell these assets will depend largely on factors
beyond our control, including, without limitation, the condition of financial
markets, the availability of financing to prospective purchasers of the
assets, United States and foreign regulatory approvals, public market
perceptions, and limitations on transferability of certain assets.

THE COMPANY EXPECTS TO RECOGNIZE NO REVENUE AFTER NOVEMBER 30, 2001.

THE COMPANY MAY NOT BE ABLE TO SETTLE ALL OF ITS REMAINING OBLIGATIONS TO
CREDITORS.

      The Company has certain current and future obligations to creditors.
These include, without limitation, long-term contractual obligations
associated with one remaining office lease, operating leases and other
business agreements with customers and other third parties and trade payables
with vendors. As part of the wind down process, we will attempt to settle
these remaining obligations with the Company's creditors. We cannot guarantee
that we will be able to settle such obligations with each creditor. If we are
unable to reach an agreement with a creditor, that creditor may choose to
bring a lawsuit against the Company. Such litigation could delay or even
prevent the Company from completing its intended wind down plan.

      Subsequent to February 28, 2002, we reached negotiated settlements with
the landlord of our short-term office lease in Reading, England, the lessor
of our capital leases, totaling approximately $167,000 and a number of our
other general creditors at $0.11 for every $1.00 of their claim. To date, we
have obtained settlement agreements with approximately 60% of all of our
general creditors. We are offering to pay each remaining general creditor of
the Company, the same $0.11 for every $1.00 of his, her or its claim. The
$0.11 settlement amount represents the cash that is available to settle these
claims after deducting cash necessary to pay administrative expenses and
professional fees incurred during the wind down.


                                      -12-
<Page>

PART II:    OTHER INFORMATION

ITEM 1:     LEGAL PROCEEDINGS.

                  We have been named as a defendant in a lawsuit in the State of
            Florida. This lawsuit was filed on June 8, 2001 and is presently
            venued in the Circuit Court for the Twelfth Judicial Circuit in
            Sarasota County, Florida. John J. Medico, a former employee of ours,
            is the only plaintiff. We are the sole defendant. Mr. Medico alleges
            a breach of his separation agreement with us, claiming that we
            refused to allow him to exercise certain stock options between
            December 1999 and April 2000. He seeks an award of damages and
            costs. At this point, we have only exchanged written discovery
            requests. As part of the wind down, we will attempt to settle this
            claim for a nominal amount.


ITEM 6:     EXHIBITS AND REPORTS ON FORM 8-K

            (a)   Exhibits

                  None


            (b)   Reports on Form 8-K

                  None


                                   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.

                                       PurchaseSoft, Inc.


Date:   April 15, 2002                        /s/ Donald S. LaGuardia
                                       ------------------------------------
                                       Name:  Donald S. LaGuardia
                                       Title: President and Chief Executive
                                              Officer


Date:   April 15, 2002                        /s/ Philip D. Wolf
                                       -------------------------------------
                                       Name:  Philip D. Wolf
                                       Title: Chief Financial Officer,
                                              Treasurer and Assistant Secretary


                                      -13-