UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

                    FOR THE QUARTER PERIOD ENDED MARCH 31, 2001

                                      OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM           TO

                       COMMISSION FILE NUMBER 0-26943

                          AMERICAN INFLATABLES, INC.
                          --------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                              95-4695878
                  --------                              ----------
       (STATE OR OTHER JURISDICTION OF                (IRS EMPLOYER
       INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

       947 NEWHALL STREET, COSTA MESA, CA                      92627
       ----------------------------------                      -----
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  949-515-1776

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR
VALUE $.01 PER SHARE

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No[ ]

As of May 15,  2001,  there were  8,621,346  shares of the  Registrant's  common
stock, $.01 par value per share, issued and outstanding.


<PAGE>


                                                                 PAGE

PART I     FINANCIAL INFORMATION.................................  2

Item 1.    Financial Statements (Unaudited)......................  3

           Balance Sheet.........................................  3

           Statement of Operations for the Three Months
             Ended March 31, 2001 and 2000.......................  4

           Statement of Cash Flows For the Three Months
             Ended March 31, 2001 and 2000.......................  5

           Notes to Financial Statements
             as of March 31, 2001................................  6

Item 2.    Management's Discussion and Analysis of
             Financial Condition and Results of Operations....... 11

PART II    OTHER INFORMATION..................................... 13

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

Item 2:    Changes in Securities................................. 13

Item 3:    Defaults Upon Senior Securities....................... 13

Item 4:    Submission of Matters to a Vote of Security Holders... 13

Item 5:    Other Information..................................... 13

Item 6(a): Exhibits.............................................. 13

Item 6(b): Reports on Form 8.K................................... 13

SIGNATURES....................................................... 14



                                       1
<PAGE>


PART I - FINANCIAL INFORMATION

NOTE REGARDING FORWARD-LOOKING STATEMENTS.

This Form 10-QSB contains  forward-looking  statements within the meaning of the
safe harbor" provisions under Section 21E of the Securities Exchange Act of 1934
and the Private Securities Litigation Reform Act of 1995. We use forward-looking
statements in our description of our plans and objectives for future  operations
and  assumptions   underlying   these  plans  and  objectives.   Forward-looking
terminology  includes the words  "may,"  "expects,"  "believes,"  "anticipates,"
"intends,"  "projects,"  or  similar  terms,  variations  of such  terms  or the
negative  of  such  terms.  These   forward-looking   statements  are  based  on
management's  current expectations and are subject to factors and uncertainties,
which could cause actual results to differ  materially from those,  described in
such  forward-looking  statements.  We  expressly  disclaim  any  obligation  or
undertaking to release publicly any updates or revisions to any  forward-looking
statements  contained  in  this  Form  10-QSB  to  reflect  any  change  in  our
expectations or any changes in events,  conditions or circumstances on which any
forward-looking  statement is based. Factors,  which could cause such results to
differ materially from those described in the  forward-looking  statements,  and
elsewhere in, or incorporated by reference into this Form 10-QSB.







                                       2
<PAGE>
ITEM 1   Financial Statements

                          AMERICAN INFLATABLES, INC.
                                BALANCE SHEET

                                                      MARCH 31,    December 31,
                                                       2001           2000
                                                   ------------   ------------
                                                    (UNAUDITED)

                                ASSETS
Current assets:
  Cash ............................................$    8,200     $    3,900
  Accounts Receivable.............................     19,400          -0-
  Inventory........................................    10,800         10,800
  Prepaid expenses and other current assets........    51,800         50,400
                                                    ---------      ---------
        Total current assets.......................    90,200         65,100

Fixed assets
  Display and promotional blimps, net..............    15,200         16,600
  Computers, furniture and office equipment, net...    34,300         36,900
  Leasehold improvements, net..........................55,400         57,000
                                                    ---------      ---------
        Total fixed assets..........................  104,900        110,500

Deposits...........................................    15,400         13,400
                                                    ---------      ---------
        Total assets...............................$  210,500     $  189,000
                                                    =========      =========

                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Notes payable....................................$  330,000     $  330,000
  Accounts payable.................................    62,200         77,700
  Accrued payroll liabilities......................   160,660        162,300
  Accrued liabilities..............................    49,000          6,100
  Due to related party.............................    48,600         43,600
                                                     ---------      ---------
        Total current liabilities..................   650,400        619,700

Stockholders' equity
  Common stock.....................................    86,000         86,000
  Additional paid in capital....................... 3,154,100      3,154,100
  Note receivable..................................  (250,000)      (250,000)
  Accumulated deficit............................. (3,430,000)    (3,420,800)
                                                    ---------      ---------
        Total stockholders' equity (deficit).......  (439,900)      (430,700)
                                                    ---------      ---------
        Total liabilities and
          stockholders' (deficit) equity           $  210,500     $  189,000
                                                    =========      =========

                   See accompanying notes to financial statements

                                       3
<PAGE>


                           AMERICAN INFLATABLES, INC.
                            STATEMENTS OF OPERATIONS
                         FOR THE QUARTER ENDED MARCH 31,

                                                     2001             2000
                                                --------------   --------------
                                                  (UNAUDITED)      (UNAUDITED)

Revenues.........................................$   508,500      $   441,100
     Cost of goods sold..........................    230,000          198,600
                                                  ----------       ----------
Gross profit.....................................    278,500          242,500
                                                  ----------       ----------
Administrative expenses
     Depreciation and amortization...............      5,600            5,300
     Legal and accounting........................     19,700           13,800
     Office expense..............................     73,800           54,300
     Salaries and payroll expenses...............     51,600           67,700
     Marketing...................................     75,900           85,100
     Travel & entertainment......................     61,100           21,000
                                                  ----------       ----------
          Total..................................    287,700          247,200
                                                  ----------       ----------
              Net loss ..........................$    (9,200)      $   (4,700)
                                                  ==========       ==========
     Loss per share..............................$     (0.00)      $    (0.00)
                                                  ==========       ==========
     Weighted average shares.....................  8,621,000        4,565,000
                                                  ==========       ==========










                   See accompanying notes to financial statements





                                       4
<PAGE>


                           AMERICAN INFLATABLES, INC.
                            STATEMENTS OF CASH FLOWS
                             QUARTER ENDED MARCH 31,

                                                     2001           2000
                                                 -----------      -----------
                                                 (UNAUDITED)      (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (Loss)............................... $    (9,200)     $    (4,700)
Adjustments to Reconcile
Net Income (Loss) to Net Cash Provided
 By (Used In) Operating Activities
Depreciation and amortization...................       5,600            5,300
 (Increase) Decrease in:
 Accounts receivable............................     (19,400)            -0-
Prepaid expense and other assets................      (1,400)          62,300
Inventory.......................................        -0-             6,800
Deposits........................................      (2,000)            -0-
Increase (Decrease) in:
 Accounts payable...............................     (15,500)          10,800
 Accrued expenses...............................     (41,200)          11,800
                                                 -----------      -----------
NET CASH USED IN OPERATING ACTIVITIES...........        (700)         (91,100)
                                                 -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment/leaseholds................        -0-           (10,600)
Advances to/from related party..................      (5,000)          (4,000)
                                                 -----------      -----------
NET CASH USED IN INVESTMENT ACTIVITIES..........       5,000          (14,600)
                                                 -----------      -----------
CASH FLOW FROM FINANCING ACTIVITIES
Issuance of common stock........................        -0-           115,000
                                                 -----------      -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES.......        -0-           115,000
                                                 -----------      -----------
NET INCREASE (DECREASE) IN CASH.................       4,300            9,300
CASH AT BEGINNING OF PERIOD.....................       3,900              900
                                                 -----------      -----------
CASH AT END OF PERIOD........................... $     8,200      $    10,200
                                                 ===========      ===========

                  See accompanying notes to financial statements






                                       5
<PAGE>

                    Notes to Financial Statements (Unaudited)


Note A.    ORGANIZATION AND BASIS OF PRESENTATION

American Inflatables,  Inc., (the Company") (a Delaware  Corporation)  provides,
manufactures  and markets  alternative  advertising  products such as inflatable
blimps and other custom inflatable products.

Note B.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS
Cash  and  cash  equivalents   include  all  cash  balances  and  highly  liquid
investments having original maturities of three months or less.

INVENTORY
Raw  materials  are valued at the lower of cost  (first in first out) or market.
Work-in-process,  consisting  of labor,  materials,  and  overhead on  partially
completed  projects,  are  recorded at cost but not in excess of net  realizable
value.  The  Company  produces  its  products to  specific  customer  orders and
therefore does not have an inventory of finished goods.

PROPERTY PLANT AND EQUIPMENT
Property,  plant and equipment is stated at cost. Depreciation is computed using
the  straight-line  method over the estimated useful lives of the assets,  which
generally  range from  three  years for  computer  software  to seven  years for
equipment.  Leasehold  improvements are amortized on a straight-line  basis over
ten years.

REVENUE AND EXPENSE RECOGNITION
Revenue from product sales are generated  primarily from the  manufacturing  and
selling of advertising  products,  which consist of inflatable  blimps and other
custom  inflatables.  The period of time from initial order to final shipment of
the product typically ranges from seven to ten days.  Revenue is recognized when
the product is shipped by the Company to the client.  Expenses are recorded when
incurred.

ADVERTISING
The Company  follows the policy of charging the costs of  advertising to expense
as  incurred.  The  Company's  significant  advertising  expenses are trade show
costs.  The Company has  produced  several  products for display at trade shows.
These products are not for sale and the Company depreciates the tradeshow blimps
over their estimated lives of 60 months.



                                       6
<PAGE>

INCOME TAXES
The Company  accounts  for income  taxes under the  provisions  of  Statement of
Financial  Accounting  Standards  (SFAS) No.109,  "Accounting for Income Taxes."
Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the financial  statement carrying amounts and the tax rates in effect in
the years in which the  differences  are expected to reverse.  The Company has a
net operating loss ("NOL") as of December 31, 2000 of  approximately  $2,500,000
for federal and state  purposes.  This NOL will begin to expire in the year 2015
if not previously utilized.

ESTIMATES
The  preparation  of these  financial  statements in conformity  with  generally
accepted  accounting  principals  requires  management  to  make  estimates  and
assumptions that affect the reported amounts of assets and liabilities as of the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses during each period. Actual results could differ from those estimates.

BASIC AND DILUTED NET LOSS PER SHARE
Net loss per share is calculated in accordance with SFAS 128, Earnings Per Share
for each period presented.  Basic net loss is based upon weighted average number
of common shares outstanding during each period. Diluted loss per share is based
on the assumption that all dilutive convertible debt and warrants were converted
or exercised.  Dilution is computed by applying the treasury stock method. Under
this method  warrants are assumed to be exercised at the beginning of the period
(or at the time of issuance,  if later),  and as if funds obtained  thereby were
used to purchase common stock at the average market price during the period.

COMPREHENSIVE INCOME
The Company adopted SFAS 130, Reporting  Comprehensive Income, which establishes
standards for reporting  comprehensive  loss and its components in the financial
statements. To date, the Company's comprehensive loss equals its net loss.

REPORTABLE OPERATING SEGMENTS
SFAS 131, Segment  Information,  amends the requirements for companies to report
financial and descriptive information about their reportable operating segments.
Operating segments,  as defined in SFAS 131, are components of an enterprise for
which separate financial  information is available and is evaluated regularly by
a company in deciding how to allocate  resources  and in assessing  performance.
The financial  information  is required to be reported on the basis that is used
internally for evaluating segment performance. The Company currently operates in
a single reportable operating segment.


                                       7
<PAGE>

ACCOUNTING FOR STOCK-BASED COMPENSATION
Statement  of  Financial   Standards  No.  123   "Accounting   for   Stock-Based
Compensation"  (SFAS No.123)  prescribes a fair value method of  accounting  for
stock based  compensation  plans and for  transactions in which stock options or
other  equity  instruments  are  exchanged  for goods or  services.  The Company
adopted this accounting  standard at inception.  Accordingly,  the fair value of
the equity  instruments  issued is used to account  for the  payment of services
rendered.  Also,  in  accordance  with SFAS No. 123,  the  Company has  footnote
disclosure with respect to stock-based  non-employee  compensation.  The cost of
stock based compensation is measured at the grant date on the value of the award
and recognizes this cost over the service  period.  The value of the stock-based
award is  determined  using a pricing  model  whereby  compensation  cost is the
excess of the fair market value of the stock as determined by the model at grant
date or other  measurement  date over the amount an employee must pay to acquire
the stock.

NEW ACCOUNTING PRONOUNCEMENTS
In December 1999, the Staff of the Securities and Exchange  Commission  released
Staff  Accounting  Bulletin  (SAB) No.  101,  Revenue  Recognition,  to  provide
guidance  on  the  recognition,  presentation  and  disclosure  of  revenues  in
financial  statements.  In June 2000,  the SEC staff  amended SAB 101 to provide
registrants  with  additional  time to  implement  SAB 101.  The Company will be
required  to adopt SAB 101 by the fourth  quarter of fiscal  2001.  The  Company
adopted the revenue the revenue recognition practices to conform to SAB 101. The
adoption  of SAB 101 has not had a material  effect on the  Company's  financial
position or results of operations.

Note C. INVENTORY

All  inventories  as of March 31, 2001 and December 31, 2000 were raw materials.
Inventory  is valued  using the first in first out  (FIFO)  lower cost or market
method.

Note D. PREPAID EXPENSES

The Company markets its products by attending  trade shows. To secure  strategic
locations  and  favorable  rates a deposit is required to be placed in excess of
nine months prior to the show.  Accordingly the Company has $51,800 at March 31,
2001 and $50,400 as of December 31,2000 in deposits.  These amounts are expensed
in the period of the trade show.

Note E. NOTES PAYABLE

The note  matures  in May 2000 and  bears  10%  interest  annually.  The note is
secured by the assets of the  Company  as well as a  personal  guarantee  by the
Company's CEO. The note also includes  warrants to purchase  common stock of the
Company as described in Note I.




                                       8
<PAGE>

Note F. COMMON STOCK

The  Company  has  20,000,000  authorized  shares of $0.001 par value  preferred
shares.  As of  December  31,  2000 and 1999  there  were no shares  issued  and
outstanding.

The Company has authorized 20,000,000 shares of $0.01 par value common stock. As
of March 31, 2001,  and December 31, 2000 were  8,594,798 and  4,537,921  shares
issued and outstanding, respectively.

Note G. RELATED PARTY TRANSACTIONS

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

As of March 31,  2001 and  December  31,  2000 the  Company  its CEO $48,600 and
$43,600,  respectively.  The CEO advanced  these funds to meet  working  capital
needs of the  Company.  These  advances  are due on  demand  and are  unsecured.
Additionally,  the  Company has not  accrued  interest on these  advances as the
Company's CEO has waived any demand for such interest.

The Chief  Executive  Officer  personally  guarantees the lease on the Company's
facility as well as the $330, 000 short-term note payable, (Note E).

Note H. WARRANTS AND OPTIONS

In  connection  with the $330,000  short term note payable,  the Company  issued
warrants to purchase  1,320,000 shares of its common stock at $0.25 a share. The
warrants may be  exercised in whole or part at any time and expire  December 31,
2003.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  123,
"Accounting for Stock Based  Compensation",  the Company determined the value of
these warrants using The  Black-Scholes  Option Model.  The resulting  value was
greater than the total proceeds, and therefore the warrants are recorded at face
value  of  the  related  notes  payable.   As  the  warrants  can  be  exercised
immediately,  the  resulting  debt discount of $330,000 was recorded as interest
expense during the year ended December 31, 2000.


                                       9
<PAGE>

Note I. GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has sustained significant losses and has negative working
capital.  Without the realization of additional  capital, it may be unlikely for
the Company to continue as a going  concern.  The Company's plan for survival is
based upon several factors  including the continued  increase in revenue,  which
has occurred over the last two years.  Management  believes however that it will
achieve breakeven by the end of 2001. The Company's large 2000 loss is partially
the result of non-cash expenses  satisfied through the issuance of shares of its
common stock.  Further,  the Company has generated working capital through sales
of its common stock.

In October 2000 the Company agreed to be acquired by National  Paintball  Supply
Co.,  Inc.,  ("National").  If the  acquisition  is completed,  the Company will
become a wholly owned  subsidiary of National and therefore will not depend upon
its own operations to continue.

If the acquisition does not occur, the Company believes it will be able to raise
sufficient  capital through  borrowings  and/or the sale of equity securities to
meet its obligations until profitable operations are achieved.

Note J.    COMMITMENTS & CONTINGENCIES

The Company's sales to the automobile industry exceed 50% of the Company's total
sales. An economic  downturn to the auto industry could seriously impact Company
sales.

Note K.    LEASES

The Company  leases a combination  of offices and  production  facility in Costa
Mesa,  California  totaling 10,000 square feet. The lease is accounted for as an
operating  lease,  under  the  terms  of a  one-year  lease  with  ten  one-year
consecutive renewal options and is personally  guaranteed by the Company's Chief
Executive Officer.







                                       10
<PAGE>


Item 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

The Company has authorized 20,000,000 shares of $0.01 par value common stock. As
of March 31, 2001 there were 8,594,798 shares issued and outstanding.

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

RESULTS OF OPERATIONS.  Net sales were $508,550 for the three months ended March
31,  2001,  an increase of $67,400 or 15%  compared to net sales of $441,000 for
the three  months  ended  March 31,  2000.  The  increase in sales is due to the
Company  increasing its customer base. Sales for the Company continue to grow at
an increasing  rate not just from repeat  customers but from new customers.  The
Company  continues to increase  its  presence  and  exposure in the  advertising
markets  through  increased  attendance  at trade  shows and  other  advertising
mediums that provide greater exposure.

Gross margin as a percentage  of sales for the three months ended March 31, 2001
was 55%,  which was the same as for the three months  ended March 31, 2000.  The
Company  earned  $278,500 in gross during the three months ended March 31, 2001.
The  increase in net sales  contributed  to the  increase in gross  margin.  The
Company through its use of higher quality  materials for  production,  decreased
replacements  and warranty  coverage and provides a stronger product for sale to
the  customer.  During  Fiscal  2000 and the first  quarter of 2001 the  Company
increased  production  and  manufacturing  staff,  in order to  increase  sales,
enabling the Company to fully  utilize its  production  staff to increase  gross
margins.  This is evident by the  Company's  continuing  ability to increase its
sales and maintain a production facility that keeps up with this growth.

Legal and accounting  costs increased $5,900 or 43% in the first quarter of 2001
compared to the same period in 2000,  primarily  as a result of fees  associated
with the Company's proposed acquisition by National Paintball Supply Co., Inc.

Office expense increased $19,500 or 36% in the first quarter of 2001 compared to
the same period in 2000 as a result of the  Company's  increased  infrastructure
needed to support growth and its proposed merger.

Payroll costs decreased  $16,100 or 24% in the first quarter of 2001 compared to
the first quarter of 2000 due to a more stable work force in 2001, which is more
efficient and resulted in less training time for new employees.

Marketing  costs  decreased  $9,200  or 11%  during  the first  quarter  of 2001
compared to the same period in 2000 as a result of the  Company's  more  focused
approach to its target market.

Travel and entertainment costs increased $40,100 or 191% in the first quarter of
2001  compared to the first  quarter of 2000 as a result of the Company  sending
more  representatives to trade shows and attending trade shows more distant from
its offices.

                                       11
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At March 31,  2001,  the Company  had cash and cash  equivalents  of $8,200,  an
increase of $4,300 from $3,900 at December 31, 2000.

Cash used in operating  activities  was $700 during the quarter  ended March 31,
2001. Use of cash in operating  activities  consisted mainly of the net loss for
the three month period of $9,200,  the offsetting  effects of  depreciation  and
amortization of $5,600, and fluctuations in certain assets and liabilities.

To date,  the Company has not  invested in  derivative  securities  or any other
financial  instruments that involve a high level of complexity or risk. Cash has
been, and the Company contemplates that it will continue to be, used for general
operating purposes.

From time to time, the Company may evaluate potential  acquisitions of products,
businesses,  and  technologies  that may  complement  or  expand  the  Company's
business.  Any such transactions  consummated may use a portion of the Company's
working capital and/or require the issuance of equity or debt.

The Company  believes  that its current cash and cash  equivalent  balance along
with the  additional  financing  is  insufficient  to meet its  working  capital
expenditures  through  the near term and will  require  the  Company  in seeking
additional  capital and/or equity.  The Company is currently  exploring  various
financing  and credit  facilities  and is in the  process of being  acquired  by
National Paintball Supply Co., Inc.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 133 ("SFAS 133"),  "Accounting for Derivative
Instruments and Hedging Activities." This statement  establishes  accounting and
reporting  standards  for  derivative  instruments,  including  some  derivative
instruments   embedded  in  other   contracts   (collectively   referred  to  as
derivatives),  and for other hedging activities. The Company will adopt SFAS 133
in Fiscal 2001, in accordance  with SFAS 137,  which deferred the effective date
of SFAS 133.  The  adoption of this  standard in Fiscal 2001 is not expected not
have a material impact on the Company's consolidated financial statements.





                                       12
<PAGE>


PART II.   OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

There are no material  legal  proceedings  to which the  Company is  currently a
party or to which the property of the Company is subject.

Item 2.    CHANGES IN SECURITIES

           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.    EXHIBIT AND REPORTS ON FORM 8-K

           a) Exhibits

           b)   Reports on Form 8-K

                None.



                                       13
<PAGE>


                                 SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date:  May 18, 2001                         By:  /s/ Gregg Mulholland
                                            ---------------------------
                                                Gregg Mulholland
                             Chief Executive Officer

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.

Date:  May 18, 2001                         By:  /s/ Gregg Mulholland
                                            ---------------------------
                                                Gregg Mulholland
                                                Chairman of the Board
                             Chief Executive Officer

Date:  May 18, 2001                         By:  /s/ Jeffrey Jacobsen
                                            ---------------------------
                                                Jeffrey Jacobsen
                             Chief Operating Officer
                                                Director

Date: May 18, 2001                          By:  /s/ David Ariss
                                            ---------------------------
                                                David Ariss
                                                Director


                                       14