**U.
      S. SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-QSB**




**x
      QUARTERLY REPORT UNDER
      SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended May 31, 2006




Commission
      file number 0
      -
      30276




**CONTINENTAL
      BEVERAGE AND NUTRITION, INC.**


**(Exact
      name of small business issuer as specified in its charter)**




**Delaware(State
                or other
                jurisdiction of incorporation or organization)**
            
            **90-0143954**
              **(IRS Employer****Identification
                Number)**




**100
      Quentin Roosevelt Blvd., Suite 403, Garden City, New York,
      11530**


(Address
      of principal executive offices)




**(516)
      228-0800**


(Issuer’s
      Telephone Number)




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 o .




As
      of
      July 12, 2006, 25,502,423 shares of common stock were outstanding.




1




**CONTINENTAL
      BEVERAGE AND NUTRITION, INC.**


**FORM
      10 -QSB**


**QUARTER
      ENDED MAY 31, 2006**




**TABLE OF CONTENTS**
            **PAGE****Part I - Financial
              Information**Item 1-
              Financial Statements.- Balance Sheet as of May 31, 2006.
            3- Statements of Operations for the threemonths
              ended May 31, 2006 and 2005.
            4- Statements of Cash Flows for the threemonths
              ended May 31, 2006 and 2005.
            5- Notes to Financial Statements.
            6-9Item 2 - Management’s Discussion and AnalysisOr
              Plan of Operations.
            10**Part II - Other
              Information**Item 1 - Legal
              Proceedings.
            11Item 2 - Changes in
              Securities and Use of Proceeds.
            11Item 3 - Default upon
              Senior Securities.
            11Item 4 - Submission of
              Matters to a Vote of Security Holders.
            11Item 5 - Other
              Information.
            11Item 6 - Exhibits and Reports on Form 8-K.
            11**Signatures**
            12






2







**CONTINENTAL
      BEVERAGE AND NUTRITION, INC.**


**BALANCE
      SHEET**


**AS
      OF MAY 31, 2006**







**ASSETS****Current
                  Assets**Due from related parties
              
              $
              41,811Cash-Attorney’s escrow
              
              
              25,881Due from officer
              
              
              52,115Total Current Assets
              
              
              119,807Deposits
              
              
              603Total Assets
              
              $
              120,410**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT****Current
                  Liabilities**Accounts payable and accrued expenses
              
              $
              174,064Accrued compensation
              
              
              728,770Debentures payable
              
              
              46,350Loans payable - affiliate
              
              
              86,500Convertible note payable
              
              
              400,000Loans payable-preferred stockholder
              
              
              246,884Total Current Liabilities
              
              
              1,682,568Stockholders’
                  DeficitPreferred Stock-Series A, par value $.0001Authorized, 1,000,000 shares, issued andOutstanding -0- shares
              
              
              -Common Stock, par value $.0001Authorized 100,000,000 shares, issued andOutstanding 25,502,423 shares
              
              
              2,550Paid in capital
              
              
              1,729,245Retained earnings (deficit)
              
              
              (3,293,953
              )Total Stockholders’ Deficit
              
              
              (1,562,158
              )Total Liabilities and Stockholders’ Deficit
              
              $
              120,410





3







**CONTINENTAL
      BEVERAGE AND NUTRITION, INC.**


**STATEMENTS
      OF OPERATIONS**


**FOR
      THE THREE MONTHS ENDED MAY 31, 2006 AND 2005**




Three
                  Months2006
              
              2005Operating
                  expensesSelling, general and administrative
              
              $
              16,646
              
              $
              48,942Officers compensation
              
              
              -
              
              
              25,000Professional services
              
              
              3,400
              
              
              26,837Total
                  operating expenses
              
              
              20,046
              
              
              100,779Net
                  loss before other expensesand extraordinary item
              
              
              (20,046
              )
              
              (100,779
              )Other
                  ExpensesInterest expense
              
              
              12,890
              
              
              509,303Loss
                  before extraordinary item
              
              
              (32,936
              )
              
              (610,082
              )Extraordinary
                  ItemGain on forgiveness of debt
              
              
              754
              
              
              3,225Net
                  Loss
              
              $
              (32,182
              )
              $
              (606,857
              )Earnings
                  per common share and earningsper common share assuming dilutionFrom continuing operations
              
              $
              (.00
              )
              $
              (.03
              )Extraordinary item
              
              
              .00
              
              
              .00Net (loss) per common share
              
              $
              (.00
              )
              $
              (.03
              )Weighted
                  average common sharesoutstanding
              
              
              25,271,445
              
              
              24,867,936


4




**CONTINENTAL
      BEVERAGE AND NUTRITION, INC.**


**STATEMENTS
      OF CASH FLOWS**


**FOR
      THE THREE MONTHS ENDED MAY 31, 2006 AND 2005**




**2006**
              
              **2005****CASH
                  FLOW FROM OPERATING ACTIVITIES**Net
                  (loss)
              
              $
              (32,182
              )
              $
              (606,857
              )Adjustments
                  to reconcile net (loss) to netcash flows from operating activitiesAmortization of prepaid expenses
              
              
              -
              
              
              19,587Amortization of deferred financing costs
              
              
              13,957
              
              
              10,418Interest expense-convertible debt beneficialconversion feature
              
              
              -
              
              
              500,000Common stock issued for financing fees
              
              
              2,500
              
              
              2,500Changes
                  in:Accounts and other receivables
              
              
              -
              
              
              43,201Cash-Attorney’s escrow
              
              
              -
              
              
              (25,881
              )Accrued compensation
              
              
              -
              
              
              25,000Accounts payable and accrued expenses
              
              
              10,291
              
              
              (87,728
              )Cash
                  flows provided by (used for) operating activities
              
              
              5,434
              
              
              (122,260
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Due
                  from related party
              
              
              5,434
              
              
              (102,240
              )Cash
                  flows provided by (used for) investing activities
              
              
              5,434
              
              
              (102,240
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  from convertible note payable
              
              
              
              
              
              400,000Deferred
                  financing costs
              
              
              
              
              
              (97,500
              )Repayment
                  of loans payable -other
              
              
              
              
              
              (113,500
              )Proceeds
                  of loans payable -other
              
              
              
              
              
              35,500Cash
                  flows provided by financing activities
              
              
              -
              
              
              224,500Net
                  increase (decrease) in cash
              
              
              -
              
              
              -Cash
                  balancesBeginning of year
              
              
              -
              
              
              -End of year
              
              $
              -
              
              $
              -**SUPPLEMENTAL
                CASH FLOW STATEMENT DISCLOSURES**Non
                cash transactions:2006
              
              
              2005Beneficial
                conversion feature of Convertible debtadded
                to additional paid in capital
              
              
              
              
              $
              500,000Common
                stock issued as additional financing feesto
                extend maturity if convertible debt
              
              $
              2,500






5




**CONTINENTAL
      BEVERAGE AND NUTRITION, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**





The
      following financial information is submitted in response to the requirements
      of
      Form 10-QSB and does not purport to be financial statements prepared in
      accordance with generally accepted accounting principles. Certain information
      and footnote disclosures normally included in financial statements prepared
      in
      accordance with generally accepted accounting principles have been condensed
      or
      omitted, although the Company believes the disclosures that are made are
      adequate to make the information presented not misleading. Further, in the
      opinion of management, the interim financial statements reflect fairly the
      financial position and results of operations for the periods
      indicated.





It
      is
      suggested that these interim financial statements be read in conjunction with
      the financial statements and notes thereto included in the Company’s Form 10KSB
      containing the Company’s audited financial statements as of and for the year
      ended February 28, 2006 filed with the Securities and Exchange
      Commission.





The
      results of operations for the three months ended May 31, 2006 are not
      necessarily indicative of results to be expected for the entire fiscal year
      ending February 28, 2007.








**NOTE
      1 - ORGANIZATION**




Adirondack
      Pure Springs Mt. Water Co., Inc., a New York corporation, ("Adirondack") was
      organized on March 6, 1997 to extract, distribute and bottle natural mountain
      and spring water. On January 5, 2004, Continental Beverage and Nutrition, Inc.
      was formed in Delaware with 101,000,000 shares authorized, 1,000,000 preferred
      shares, par value $.0001 and 100,000,000 common shares par value $.0001. On
      the
      same day, a plan of merger was agreed to between Adirondack's majority
      shareholders and Continental Beverage and Nutrition, Inc. (the "Company") to
      exchange one share of Adirondack's common and preferred shares for equivalent
      shares of the Company with the Company being the surviving company. The business
      focused on still water and the value added water beverage segments of the
      bottled water market.




The
      Company has no significant operations to sustain itself and is currently seeking
      a merger candidate (see note 8).




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




Income
      taxes are computed using the asset and liability method of accounting, whereby
      deferred income taxes are determined based on differences between financial
      reporting and tax bases of assets and liabilities and are measured using the
      enacted tax rates that will be in effect when the differences
      reverse.




Earnings
      per share. Basic earnings per share have been calculated based on the weighted
      average number of shares of common stock outstanding during the period. Diluted
      earnings per share is computed by dividing the net income by the weighted
      average number of common shares outstanding plus potential dilutive
      securities.




Fair
      value financial statements. The Company's carrying amount of financial
      statements which include cash, accounts receivable, bank notes payable, and
      accounts payable approximate fair value.




Estimates
      and assumptions. Preparing financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets, liabilities, revenue
      and
      expenses at the balance sheet date and for the years then ended. Actual results
      could differ from these estimates.




6





**CONTINENTAL
      BEVERAGE AND NUTRITION, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**




**NOTE
      3 - LOANS PAYABLE**




**Debentures
      Payable**




The
      Company has debentures outstanding of $46,350 which were issued in 2000. The
      notes were for a period of 3 years with interest at 10% per annum, payable
      semiannually. The Company has not paid the interest on these notes and considers
      itself in technical default. No note holder has started an action against the
      Company at this time. The notes and accrued interest are convertible in common
      stock by the note holder at the rate of $.20 of outstanding liabilities for
      one
      share of common stock. Interest expense for the three months ended May 31,
      2006
      and 2005 was $1,738. The accrued interest to as of May 31, 2006, including
      additional default interest of 5%, is $43,250, and is included in accounts
      payable and accrued expenses.




**Loan
      Payable - Affiliate**




A
      shareholder of the Company provided working capital to an affiliated company,
      whose president is the president of the Company. Such advances were
      inadvertently deposited by the Company. At May 31, 2006, such advances are
      due
      to the affiliate and are non interest bearing.




**Loan
      Payable - Preferred Stockholder**




The
      preferred stockholder is a consultant to the Company and has provided the
      Company working capital advances. The advances bear interest at 5% per annum.
      Interest expense for the three months ended May 31, 2006 and 2005 was $3,086.
      At
      May 31, 2006 the Company owed the preferred shareholder $246,884, plus accrued
      interest of $35,120, which is included in accounts payable and accrued
      expenses.




**Convertible
      Note Payable**




On
      April
      22, 2005, Cornell Capital Partners, L.P. ("CCP") loaned the Company $400,000
      pursuant to which the Company issued to CCP its 8% Senior Secured Convertible
      Promissory Note ("Note"). The principal amount of the Note is $400,000 which
      bears interest at 8% per annum matured on April 1, 2006. In May, 2006, the
      Company and CCP verbally agreed to extend the maturity date to the completion
      of
      the merger. In consideration for the extention, the Company issued 250,000
      shares of restricted common stock. The Note is secured by a general first
      priority lien on all assets of the Company. The Note is convertible into common
      stock of the Company at a conversion rate of $.01 per share, which rate is
      decreased to $.001 per share if the Company has not entered into a definitive
      merger agreement by October 1, 2005. The note has been amended as to the
      conversion ratio. The conversion ratio of $.01 per share has been extended
      to
      January 1, 2006 and after that date the price shall be reduced to $.005 per
      share.




The
      Company has recorded a benefit derived from the
      preferential conversion feature as additional interest expense of $500,000
      in
      the period ended May 31, 2005 which was offset by recording the same amount
      as
      additional paid in capital.




In
      addition, the Note requires that the loan payable and accrued interest payable
      to the preferred stockholder, accrued compensation, and loan payable affiliate
      be converted into shares of the Company's common stock upon the occurrence
      of
      certain events defined in the note agreement.




7





**CONTINENTAL
      BEVERAGE AND NUTRITION, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      4 - INCOME TAXES**


There
      is
      no provision for federal or state income taxes for the three months ended May
      31, 2006 and 2005 since the Company has incurred operating losses. Additionally,
      the Company has reserved fully for any potential future tax benefits resulting
      from its carryforward operating losses. Deferred tax assets at May 31, 2006
      and
      2005 consist of the following:





The
      components of deferred taxes are as follows:




2006
              
              2005Deferred
                tax assetsDeferred
                  compensation
              
              $
              291,500
              
              $
              291,500Net
                operating loss
                carryover
              
              
              811,500
              
              
              798,700Valuation
                allowance
              
              
              (1,103,000
              )
              
              (1,090,200
              )Total
                deferred tax assets
              
              $
              -
              
              $
              -




The
      Company has net operating loss carryovers of approximately $1,900,000 to offset
      future taxable income. The carryover losses expire through 2026. The Company
      has
      offset the deferred tax asset by a valuation allowance of $1,103,000 since
      it
      cannot be determined more likely than not whether the Company will be able
      to
      utilize such deferred tax assets.





**NOTE
      5 - CAPITAL STOCK TRANSACTIONS**





On
      May
      24, 2006, the Company issued 250,000 shares of restricted common stock to
      Cornell Capital Partners, L.P., as consideration for extending the maturity
      date
      of the note to the consummation of a merger or acquisition. The consideration
      has been valued at $2,500, the fair market value of the stock on the date of
      issue.





Pursuant
      to the terms of the Convertible Note (see Note 3), in April 2005, 20,000 shares
      of preferred stock were converted into 2,002,230 restricted shares of the
      Company's common stock.





**Incentive
      Stock Options**


The
      Company adopted a stock incentive plan on July 1, 1998. The Plan enables the
      Company to grant incentive stock options, nonqualified options and stock
      appreciation rights for up to 1.5 million shares of common stock. All options
      must conform to federal income tax regulations and have an exercise price of
      not
      less than the fair value of shares at the date of the grant (110% of fair value
      for ten percent or more shareholders). Fair value is determined on the option
      issue date using the market value of the stock on an established exchange or
      the
      Black-Scholes model if the stock is not listed on an exchange at the time
      options are issued. Options are issued by a committee established by the board
      of directors based on eligibility and must be exercised within terms specified
      on the grant date.





**NOTE
      6 - COMMITMENTS**





**Leases**


The
      Company entered into a month-to-month agreement for approximately 500 square
      feet of office space at 100 Quentin Roosevelt Blvd. Suite 403, Garden City,
      NY
      11530 for approximately $1,000 per month. The month to month agreement is with
      an affiliate that has a three year lease with the building owner which expires
      on October 31, 2007. The
      Company is being reimbursed by a related party which is sharing the premises.
      For the three months ended May 31, 2006 and 2005, rent expense amounted
      to $-0- and $4,276, respectively.




8




**CONTINENTAL
      BEVERAGE AND NUTRITION, INC.**


**NOTES
      TO FINANCIAL STATEMENTS**




**Employment
      Contract**




The
      Company has entered into a verbal employment agreement with its president and
      chief executive officer at an annual salary of $100,000 for an initial term
      of
      five years ending December 31, 2003. The agreement is renewable annually
      thereafter, at the same terms. At May 31, 2006, the accrued compensation is
      $728,770. The Company has not accrued interest on this amount. During the second
      quarter of fiscal 2006, the officer waived his rights for additional
      compensation.




**NOTE
      7 - RELATED PARTY TRANSACTIONS**




The
      Company had a consulting agreement with Ad-Mini-Stra Co., which expired in
      July
      2005, where the father of the chief executive officer and financial officer
      of
      the Company is the sole shareholder of Ad-Mini-Stra Co. The expense was prepaid
      and amortized over the term of the agreement. Consulting expense for the three
      months ended May 31, 2006 and 2005 was $ 0 and $10,000,
      respectively.




The
      Company had a dispute with a former landlord that put a lien on the Company's
      bank account. While the dispute is being settled, the Company's transactions
      passed through an affiliated corporation 100% owned by the CEO and chairman
      of
      the board. At May 31, 2006, the balance owed to the affiliated company amounted
      to $153.




The
      Company has made working capital advances of $41,658 to an affiliated entity
      owned by the president of the Company. The advances are non interest bearing and
      have no term for repayment.




The
      Company has made advances of $52,115 to David Sackler, chief executive officer
      and financial officer of the Company. The advances are non interest bearing
      and
      have no term for repayment.




**NOTE
      8 - GOING CONCERN**




As
      of May
      31, 2006, the Company had a working capital deficit of $1,562,761 and a
      stockholders' deficit of $1,562,158. In addition, the Company has no significant
      operations to sustain itself. The above facts and circumstances raise
      substantial doubt about the Company's ability to continue as a going
      concern.




The
      Company raised $400,000 during the period ended February 28, 2006 through the
      issuance of a convertible note. The Company is currently exploring opportunities
      to acquire a new business or find a merger candidate. The Company has hired
      Sloan Securities Corp to advise on any acquisitions or mergers.




The
      Company has executed and delivered a letter agreement (the "LA"), dated January
      19, 2006, with US Modular, LLC ("USM"). The LA contemplates a business
      combination (the "Merger") between a yet to be formed subsidiary of the Company
      and USM, through either a share exchange or a merger. The consummation of the
      transaction contemplated by the LA is subject, among other things, approval
      of
      the members of USM and the Company completing a financing (the "Financing")
      with
      gross proceeds of $10 million. The Company and USM have agreed that Sloan
      Securities is their exclusive investment banker with respect to the Financing.
      After the transactions contemplated by the LA, the present shareholders of
      the
      Company would own approximately 5% of the combined entity, investors in the
      Financing would own 32% of the combined entity and present members of USM would
      own approximately 63% of the combined entity.




9




**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS**





**Forward
      Looking Statements**





When
      used
      in this Form 10KSB and in future filings with the Securities and Exchange
      Commission, the words or phrases "will likely result," "management expects,"
      or
      we expect," "will continue," is anticipated," "estimated," or we expect","
      "will
      continue," "is anticipated," "estimated," or similar expression or use of the
      future tense, are intended to identify forward looking statements within the
      meaning of the Private Securities Litigation Reform Act of 1995. Readers are
      cautioned not to place undue reliance on any such forward-looking statements,
      each of which speaks only as of the date made. These statements are subject
      to
      risks and uncertainties, some of which are described below and others are
      described in other parts of this Form 10KSB. Actual results may differ
      materially from historical earnings and those presently anticipated or
      projected. We have no obligation to publicly release the result of any revisions
      that may be made to any forward-looking statements to reflect anticipated events
      or circumstances occurring after the date of such statements.





**Results
      of Operations**


**Comparison
      of fiscal 2006 and 2005**





The
      Company had no sales during the three months ended May 31, 2006 and 2005. The
      Company was unable to generate any new sales, and due to the lack of working
      capital the Company is unable to produce products for sale. The loss for the
      three months ended May 31, 2006 was $32,182 compared to $606,857 for the three
      months ended May 31, 2005, a decrease of $574,675. Officers compensation for
      the
      three months ended May 31, 2005 decreased by $25,000 as David Sackler, CEO
      of
      the Company waived his compensation during the three months ended May 31, 2005.
      Professional services, including consulting and legal expenses decreased by
      $23,437 of which expired consulting agreements accounted for $19,587 of the
      decrease. Selling general and administrative expense decreased by $32,296,
      the
      decrease resulting from an elimination of all expenses except for the cost
      necessary to file its quarterly reports and amortization of the remaining
      deferred financing costs. The decrease included a reduction of approximately
      $14,000 in travel and entertainment expenses, $4,276 in rent expense as a
      related party using the space reimbursed the Company, and another $14,000 in
      office expenses including supplies and stockholders costs.





Interest
      expense for the three months ended May 31, 2006 was $12,890, a decrease of
      $496,413. Included in the quarter ended May 31, 2005 was interest expense of
      $500,000 due the preferential conversion feature included in the debt of
      $400,000 taken on by the Company.





During
      the three months ended May 31, 2006 and 2005, the Company recorded a gain on
      forgiveness of debt from its vendors of $754 and $3,225, as the Company
      continues to settle old liabilities.





**Liquidity
      and Capital Resources**





As
      of May
      31, 2006, the current liabilities exceeded the current assets by $1,562,761.
      The
      Company has primarily relied on the proceeds from working capital loans from
      third parties, affiliates, and shareholders to fund operations and the issuance
      of common stock in payment of certain consulting and professional
      services.





The
      Company raised $400,000 in fiscal 2006, through the issuance of a convertible
      note. The Company has no significant operations to sustain itself and is
      currently seeking a merger candidate. The Company hired Sloan Securities Corp
      to
      advise on any acquisition or merger.





The
      Company has executed and delivered a letter agreement (the "LA"), dated January
      19, 2006, with US Modular, LLC ("USM"). The LA contemplates a business
      combination (the "Merger") between a yet to be formed subsidiary of the Company
      and USM, through either a share exchange or a merger. The consummation of the
      transaction contemplated by the LA is subject, among other things, approval
      of
      the members of USM and the Company completing a financing (the "Financing")
      with
      gross proceeds of $10 million. The Company and USM have agreed that Sloan
      Securities is their exclusive investment banker with respect to the Financing.
      After the transactions contemplated by the LA, the present shareholders of
      the
      Company would own approximately 5% of the combined entity, investors in the
      Financing would own 32% of the combined entity and present members of USM would
      own approximately 63% of the combined entity.





10




**Off
      Balance Sheet Arrangements**





The
      Company does not have any off balance sheet arrangements that are reasonably
      likely to have a current or future effect on its financial condition, revenues,
      results of operations, liquidity or capital expenditures.





**Controls
      and Procedures**





(a)
      Evaluation of Disclosure Controls and Procedures





The
      Registrant maintains controls and procedures designed to ensure that information
      required to be disclosed in the reports that the Registrant files or submits
      under the Securities Exchange Act of 1934, as amended, is recorded, processed,
      summarized and reported within the time periods specified in the rules and
      forms
      of the Securities and Exchange Commission. Based upon their evaluation of those
      controls and procedures performed within 90 days of the filing date of this
      report, the Chief Executive and Chief Financial Officers of the Registrant
      concluded that the Registrant's disclosure controls and procedures were
      adequate.





(b)
      Changes in Internal Controls





The
      Registrant made no significant changes in its internal controls or in other
      factors that could significantly affect these controls subsequent to the date
      of
      the evaluation of those controls by the Chief Executive and Chief Financial
      Officers.





**Part
      II - Other Information**





**Item
      1 - Legal Proceedings**


None





**Item
      2 - Changes in Securities and Use of Proceeds**


None





**Item
      3**  **Defaults
      upon Senior Securities**


None.





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


None





**Item
      5 - Other Information.**


None





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


a)
      Exhibits - Exhibit 31.1 &, 32.1 - Certification of Chief Executive Officer
      and Chief Financial Officer





b)
      Reports on Form 8-K


8-K
      dated
      January 19, 2006





11


**SIGNATURES**





Pursuant
      to the requirements of the Section 13 or 15(d) of the Securities Exchange Act
      of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized, in the City of New York, State
      of
      New York on July 21, 2006.





Continental
      Beverage and Nutrition, Inc.,


By:
      /s/
      David Sackler





David
      Sackler


Chief
      Executive Officer and Financial Officer








12