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: March 31, 2000

                            OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                  OF THE EXCHANGE ACT

For the transition period from January 1, 2000 to March 31, 2000

             Commission File No. 333-61259

                ASI ENTERTAINMENT, INC.
 ___________________________________________________________
  (Exact name of small business issuer as specified in its
                         charter)

Delaware                                     52-2101695
_______________________________          ____________________
(State or other jurisdiction of	         (I.R.S. Employer
Incorporation or organization)	          Identification  No.)

                   Suite 3, 1601 Main Road
             Research, Victoria, 3095, Australia
_____________________________________________________________
 (Address of principal executive offices, including zip code)


Issuer's Telephone Number:  (613)9437 1233


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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEEDING DURING THE PRECEDING FIVE YEARS


Check whether the Issuer (1) filed all
reports required to be filed by Section 12, 13 or
15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest praticable date: 5,818,337

Transitional Small Business Disclosure Format (Check one):

Yes [ ]  No [x]

<PAGE>

            ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                 (A DEVELOPMENT STAGE COMPANY)

                          FORM 10-QSB

               FOR THE QUARTER ENDED MARCH 31, 2000

                             INDEX




PART I:  FINANCIAL INFORMATION                         1

Item 1. Financial Statements                           1

Item 2. Management's Discussion And Analysis of
Financial Condition and Results of Operations          8

PART II:  OTHER INFORMATION                            9

Item 1. Legal Proceedings                              9

Item 2. Changes in Securities and Use of Proceeds      9

Item 3. Defaults Upon Senior Securities                9

Item 4. Submission of Matters to a
        Vote of Security Holders                      10

Item 5. Other Information                             10

Item 6. Exhibits and Reports on Form 8-K              10

SIGNATURES                                            11


<PAGE>

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS


           ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                 (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED BALANCE SHEETS

                                     March 31,2000      June 30, 1999
ASSETS                                (UNAUDITED)
                                     _____________      _____________
CURRENT ASSETS

Cash and cash equivalents            $    234,612       $      1,100
Other receivables                           9,602                  0
                                     ____________       ____________

Total Current Assets                      244,214              1,100
                                     ____________       ____________

NON CURRENT ASSETS

Property and equipment, net             1,053,327          1,200,897
Investment in media rights, net           153,169            216,591
                                     ____________       ____________

Total Non Current Assets                1,206,496          1,417,488
                                     ____________       ____________

TOTAL ASSETS                         $  1,450,710       $  1,418,588
                                     ============       ============


            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Loans payable under bank
   line of credit                    $          0       $     32,957
Accrued payables and accrued expenses       1,759                162
Due to related parties                     96,659             61,291
Sundry creditors                           25,217                  0
                                     ____________       ____________

Total Liabilities                         123,635             94,410
                                     ____________       ____________

STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value,
   20,000,000 shares authorized,
   none issued and outstanding       $          0       $          0

Common stock, $0.0001 par value,
   100,000,000 shares authorized,
     6,232,087 shares issued
     & outstanding                            623                576
Additional paid-in capital              3,501,344          3,073,641
Additional paid-in capital - discount
   on shares                             (745,470)          (745,470)
Deficit accumulated during the
   development stage                   (1,093,250)          (809,394)
Accumulated other comprehensive loss     (301,797)          (178,325)
                                      ___________        ___________

                                        1,361,460           1,341,028
                                      ___________         ___________

Less subscriptions receivable                   0             (16,850)
Less deferred consulting expense          (34,375)                  0
                                      ___________         ___________

Total Stockholders' Equity              1,327,075           1,324,178
                                      ___________         ___________

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                  $ 1,450,710         $ 1,418,588
                                      ===========         ===========

See accompanying notes to unaudited consolidated financial statements.


<PAGE>	                               1



                   ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

                                                                 December 15,
                                                                     1993
                                                                  (Inception)
                       Three Months Ended    Nine Months Ended         to
                            March 31,            March 31,          March 31,
                        2000         1999    2000         1999        2000
                        ____         ____    ____         ____    ___________


REVENUES             $       0  $       0  $       0  $  36,224   $    81,076
Cost of sales                0          0          0     18,547        40,971
                     _________  _________  _________  _________   ___________

Gross Profit                 0          0          0     17,677        40,105
                     _________  _________  _________  _________   ___________

EXPENSES:
Accounting and
  auditing               3,765      5,091     21,089     34,804        71,808
Advertising and
  promotion              2,277          0      2,277        265        11,455
Amortisation            15,675     15,625     48,325     46,875       160,118
Banking                    531         58        930        239         2,595
Consulting expense      20,798          0     20,798          0        32,227
Convention expense           0          0          0      1,605         5,001
Corporate administration 1,230        370      2,595        370         2,595
Depreciation            16,552     16,499     51,029     49,498       189,064
Directors fees           3,260          0      9,260      3,968        34,451
Engineering              6,067          0      6,067      1,990        30,827
Interest                     0          0      1,851          0         1,851
Marketing expense            0      6,037          0     24,801        39,887
Offering costs               0          0          0     11,699       107,124
Officers' compensation  20,691     24,375     63,789     66,687       236,339
Other employee comp.     3,762      3,750     11,598     11,250        46,106
Office expenses, rent
  and utilities         11,959        660     20,496      2,028        47,406
Professional fees       14,264          0     17,544          0        57,247
Travel                   4,497          0      6,207     13,892        57,254
                     _________  _________  _________  _________   ___________

Total Expenses         125,329     72,465    283,855    269,971     1,133,355
                     _________  _________  _________  _________   ___________

NET LOSS              (125,329)   (72,465)  (283,855)  (252,294)   (1,093,250)
                     =========  =========  =========  =========   ===========

OTHER COMPREHENSIVE
  INCOME (LOSS)
Foreign currency
translation gains
(losses)              (113,745)    28,738   (123,473)    19,902      (301,797)
                     _________  _________  _________  _________   ___________

COMPREHENSIVE LOSS    (239,074)   (43,727)  (407,328)   232,392    (1,395,047)
                     =========  =========  =========  =========   ===========

Weighted average number of
common shares outstanding
during the period    5,890,004  5,754,337  5,797,179  5,754,337    3,145,115
                     =========  =========  =========  =========    =========

Net loss per common share
and equivalents      $(0.0213)  $(0.0126)  $(0.0490)   $(0.044)     $(0.3476)


See accompanying notes to unaudited consolidated financial statements.


<PAGE>                             2


               ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (UNAUDITED)

                                                                 December 15,
                                                                     1993
                                         Nine Months Ended       (Inception)
                                              March 31,               to
                                         2000          1999     March 31, 2000
                                         ____          ____     ______________

Cash Flows From Operating Activities:

   Net income (loss)                   $(283,855)   $(252,294)   $(1,093,250)

   Adjustments to reconcile net
   income (loss) to net cash
   provided by (used for)
   operating activities:

      Depreciation                        50,480       49,498        188,515
      Amortisation                        47,805       46,875        159,598
      Consulting expense incurred
       in exchange for common stock       15,625            0         27,054
      Changes in operating assets
       and liabilities:
      (Increase) decrease in:
      Trade accounts receivable                0        6,588           (651)
      Other receivables                    9,602        3,047          9,302

      Increase (decrease) in:
      Accounts payable and accrued
      expenses                             1,594       40,790          2,523
      Sundry creditors                         0            0         25,218
                                       _________    _________      _________

Total adjustments to reconcile
net loss to cash provided by
operating activities                     125,106      146,798        411,559
                                       _________    _________      _________

Net cash provided by
(used in)
operating activities                    (158,749)    (105,496)      (681,691)
                                       _________    _________      _________

Net cash flow from investing
activities:

      Advances to affiliates                   0          153        (17,015)
      Cash acquired through
      recapitalization                         0            0         15,453
                                       _________    _________      _________

Net cash provided
by (used in)
investing activities                           0          153         (1,562)
                                       _________    _________      _________

Cash flow from financing activities:

      Increase (decrease) in loans
      payable - bank                     (32,956)           0         (1,884)
      Increase (decrease) in amount
      due to related parties              35,368            0         93,154


See accompanying notes to unaudited consolidated financial statements.

<PAGE>                            3

               ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNAUDITED)

                                                                 December 15,
                                                                     1993
                                         Nine Months Ended       (Inception)
                                              March 31,               to
                                         2000          1999     March 31, 2000
                                         ____          ____     ______________

Proceeds from issuance of
common stock, net                        394,321       24,805        862,499
                                       _________    _________    ___________

Net cash provided
by (used in)
financing activities                     396,733       24,805        953,769
                                       _________    _________    ___________
Effect of exchange rate
changes on cash                           (4,922)      16,707        (36,354)

Net increase (decrease) in cash          233,062      (63,831)       234,162
                                       _________    _________    ___________

CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD                     1,100       65,322              0
                                       _________    _________    ___________

CASH AND CASH EQUIVALENTS
AT END OF PERIOD                       $ 234,162    $   1,491    $   234,162
                                       =========    =========    ===========

See accompanying notes to unaudited consolidated financial statements.


<PAGE>                                4


                 ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                      (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO BALANCE SHEET
                           AS OF MARCH 31, 2000
                                (UNAUDITED)


Note 1. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the
accounts of ASI Entertainment, Inc. and its wholly owned subsidiaries, ASI
Technologies, Inc. and ASI Entertainment Pty. Ltd., an Australian corporation.
ASI Media Pty. Ltd., an inactive wholly owned subsidiary of the Australian
corporation is also included. (All entities are collectively referred to as
"the Company").

Development Stage Company

The Company is operating as a development stage company and intends to
generate revenues primarily from selling advertising time on its ASI-9000
Program to be installed on commercial aircraft.

Basis of Presentation

The accompanying unaudited consolidated financial statements
of the Company have been prepared in accordance with Generally
Accepted Accounting Principles used in the United States and with the
rules and regulations of the United States Securities and Exchange
Commission for the interim financial information. Accordingly, they do not
include all the information and footnotes necessary for a comprehensive
presentation of financial position and results of operations.

Adjustments are made to convert the statutory financial statements of the
Company's Australian subsidiaries to Generally Accepted Accounting Principles
used in the United States. The functional currency of the Company's
Australian subsidiary is the Australian dollar. The functional currency of
the United States entities is the United States dollar. The unaudited
consolidated financial statements are expressed in United States dollars. It
is management's opinion that all other material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
consolidated financial statement presentation. The results for the interim
period are not necessarily indicative of the results to be expected for the
year.

For further information, refer to the consolidated financial statements and
footnotes of ASI Entertainment Pty. Ltd. and ASI Entertainment, Inc. included
in the Company's Form 10KSB for the year ended June 30, 1999.

Per Share Data

Net loss per common share is computed by dividing net loss by the weighted
average common shares outstanding during the period as defined by
Financial Accounting Standards, No. 128, "Earnings per Share". The assumed
exercise of common share equivalents was not utilized since the effect was
anti-dilutive.

<PAGE>                               5

                 ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                       (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO BALANCE SHEET
                            AS OF MARCH 31, 2000
                                (UNAUDITED)

Note 2. Merger

Under an agreement dated June 10, 1998, ASI Entertainment, Inc. ("ASIEInc.")
a new corporation formed on April 29, 1998 under the laws of Delaware,
acquired all of the issued and outstanding ordinary shares of capital and
ordinary share options of ASI Entertainment Pty. Ltd. in exchange for common
stock and stock options of ASIEInc. Under the terms of the agreement, ASI
Entertainment Pty. Ltd.'s shares and options were exchanged at a ratio of one
share and one option of ASIEInc. for every eight shares and eight options of
ASI Entertainment Pty. Ltd. As a result of the exchange, ASI Entertainment
Pty. Ltd. and its wholly owned subsidiary became wholly owned subsidiaries of
ASIEInc., and the shareholders of ASI Entertainment Pty. Ltd. became
shareholders of approximately 92% of ASIEInc. Generally Accepted Accounting
Principles used in the United States require that the company whose
shareholders retain a majority interest in a combined business be treated
as the acquirer for accounting purposes. As a result, the merger was treated
as an acquisition of ASIEInc. by ASI Entertainment Pty. Ltd., and a
recapitalization of ASI Entertainment Pty. Ltd. Accordingly, the Company's
financial statements immediately following the acquisition follows:
(1) The Balance Sheet consists of ASI Entertainment Pty. Ltd.'s net assets
at historical cost and ASIEInc.'s net assets at historical cost, and (2) the
Statement of Operations includes ASI Entertainment Pty. Ltd.'s operations for
the period presented and ASIEInc.'s operations from the date of acquisition.


Note 3. Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As such, they do not include
adjustments relating to the recoverability of recorded asset amounts and
classification of recorded assets and liabilities. The Company had
accumulated losses of approximately $1,090,000 at March 31, 2000 and will be
required to make significant expenditures in connection with continuing
engineering and marketing efforts along with general and administrative
expenses. The Company's ability to continue its operations is dependent upon
its raising of capital through debt or equity financing in order to meet its
working needs.

These conditions raise substantial doubt about the Company's ability to
continue as a going concern subsequent to the acquisition, and if
substantial additional funding is not acquired or alternative sources
developed, management will be required to curtail its operations.

The Company may raise additional capital by the sale of its equity securities,
through an offering of debt securities, or from borrowing from a financial
institution. The Company does not have a policy on the amount of borrowing
or debt that the Company can incur. The Company may attempt to negotiate
with vendors or customers, airline revenue sharing arrangements by which the
Company will share the advertising revenue if the vendor or customer airline
provide capital for the equipment. Management believes that actions presently
being taken to obtain additional funding provides the additional opportunity
for the Company to continue as a going concern.

<PAGE>                             6

                 ASI ENTERTAINMENT, INC. AND SUBSIDIARIES
                      (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO BALANCE SHEET
                          AS OF MARCH 31, 2000
                              (UNAUDITED)

Note 4. Common stock issuance for consulting services

During the three months ended March 31, 2000, the Company issued 100,000
shares of common stock to a consultant, valued for financial accounting
purposes at the market value on the agreement date in August 1999. The
Company recognized consulting expense of $15,625 for the period through
March 31, 2000 and deferred consulting expense of $34,375 related to future
service periods.

Note 5. Issuance of common stock to investors

During the three months ended March 31, 2000, the Company issued 313,750
shares of common stock to investors for $1.00 per share. As a result of the
issue, the Company has taken up Additional Paid-In Capital of $313,719.

Note 6. Revenue

Pending re-installation in new B-737-800 aircraft, ASI equipment has been
removed from six Air Europa B-757-200 aircraft. As a result, no revenue
was received by the Company in the fifteen month period to March 31, 2000.
ASI is currently in discussions with the airline about re-installation of
the equipment and extension of the term of agreement.

<PAGE>                              7

PART 1. FINANCIAL INFORMATION

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

The following discussion should be read in conjunction with the accompanying
consolidated financial statements for the three month period ended March 31,
2000 and the Form 10-KSB for the fiscal year ended June 30, 1999.

RESULTS AND PLAN OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31,
1999

No sales were made in the three month period ended March 31, 2000, pending
reinstallation of the Company's equipment in new Air Europa aircraft.
Similarly no sales were made in the three month period ending March 31, 1999.

The Company had a net loss of $125,329 in the three month period ended March
31, 2000 compared to a net loss of $72,465 in the three month period ended
March 31, 1999. Expenses increased from $72,465 in the three months ended
March 31, 1999 to $125,329 in the three months ended March 31, 2000 due to
higher consulting, directors, engineering and professional fees and office and
travel expenses, but after lower marketing expenses and officers' compenation.

The Company had a foreign currency translation loss of $113,745 for the three
months ended March 31, 2000 compared to a foreign currency translation gain
of $28,738 for the three month period ended March 31, 1999. As a result, the
Company recorded a comprehensive loss of $239,074 for the three month period
ended March 31, 2000 compared to a comprehensive loss of $43,727 for the three
month period ended March 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company has used the proceeds from the sale of the securites of ASI
Entertainment Pty. Ltd. (prior to becoming a subsidiary) and from subsequent
capital raisings, for payment of operating costs to date. The Company has
entered into a license fee arrangement with Air Europa providing a fee of
$3,625 per calendar month for each ASI-9000 Program installed on its aircraft
from the advertising revenues received from that system. If insufficient
advertising funds are received to cover the license fee the Company absorbs
the shortfall. Air Europe receives any amounts over the $3,625 license fee
(after deduction of any direct costs, including payment of commissions, if
any, to any media sales representatives). The Company anticipates such
revenues to increase as the Company expands the development of its available
operations including additional ground communication and other services.
During the period from January 1, 1999 to March 31, 2000, Air Europa was
transferring the Company's equipment to different aircraft and no revenues
were received. The Company anticipates revenues to recommence on completion
of such reinstallation.

The Company's cash and cash equivalents increased from $18,050 at December 31,
1999, to $234,612 at March 31, 2000, primarily consisting of compensation
to officers, depreciation, amortization, office expenses and professional fees.

<PAGE>                            8

expenses. The net loss from operating activities for such period was greater
than the net loss from operating activities for the period January 1, 1999 to
March 31, 1999 primarily as a result of higher consulting, directors and
engineering fees, office expenses and travel costs.

The Company received no revenues for the three months ending March 31, 2000
as the revenue generated from the Air Europa contract was suspended until the
ASI-9000 Programs are reinstalled on different Air Europa aircraft.

The cash flow of the Company from financing activities for the three months
ending March 31, 2000 was from the proceeds of the issuance of common stock.

The Company had no cash flow from investing activities for the three months
ending March 31, 2000.

The Company's marketing plan anticipates that the Company will install and
maintain the ASI-9000 on commercial airlines with little or no cost to the
airline. The Company will receive revenues from the sale of the advertising
space available on the video and audio programs as well as other forms as
developed. This marketing plan requires significant initial capital from the
Company for the production, acquisition, installation and maintenance of the
ASI-9000 Program possibly before any revenues are received from the sale of
the advertising space. The Company may not have sufficient funds to purchase
or install the equipment in which case the Company will have to seek
additional capital. The Company may raise additional capital by the sale
of its equity securities, through an offering of debt securities, or from
borrowing from a financial institution. The Company does not have a policy
on the amount of borrowing or debt that the Company can incur. The Company
may also attempt to negotiate with vendors or customer airlines revenue
sharing arrangements by which the Company will share the advertising revenue
if the vendor or customer airline provide capital for the equipment.

The Company purchases from ASIT Australia either the CMA-3200 hardware at
$25,000 per unit or the ACAMS hardware at $30,000 per unit. The Company
subcontracts for the production of the ASI-9000 integration technology.
The cost to the Company for installation of the ASI-9000 excluding the
hardware is approximately $5,000 per aircraft on for an installation unit
like those installed on the Air Europa aircraft per unit and up to $10,000
where the communications link is involved.

The Company has no commitments for capital expenditures in the near future.
The Company purchases or subcontracts (on a per item basis) for the ASI-9000
and installation integration technology. The Company will need to pay the
expenses of the installation of the ASI-9000. When the Company enters into
contracts for the ASI-9000 it will contract with ASIT Australia for purchase
of the equipment and then contract for the integration technology.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

<PAGE>                             9

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

On August 27, 1999, the Company entered into an agreement with Hatfield
Aviation, Inc. ("Hatfield"), a company doing business as an aviation
electrical and overhaul repairer, and the shareholders of Hatfield (the
"Hatfield Shareholders"). Under the terms of the agreement, subject to
conditions precedent to closing, the Company will acquire 100% of the issued
and outstanding common stock of Hatfield. Consideration for the purchase
will be cash and the issuance of shares of ASI's common stock. The terms of
the agreement are currently being renegotiated, and as of the date of this
report, the Company had not made any advance cash payments nor issuances of
common stock to Hatfield. The Company intends to raise capital to close this
transaction through an offering of its equity securities.

On December 8, 1999 the Company signed a Heads of Agreement with AirTV
Limited, a company which is developing a global satellite television system
that interfaces with existing in-flight entertainment systems on board
aircraft to provide direct television programming. AirTV is seeking to
expand the system by offering an internet service including E-mail and
browser capabilities aboard aircraft equipped with satellite data
communications equipment. Under the Heads of Agreement:

a) ASI will lead the preliminary technical and commercial evaluation of the
proposed internet service under the direction of AirTV.

b) ASI will formulate preliminary specifications of the proposed internet
service which will include the primary components of the system, conduct
a preliminary evaluation of the technical and commercial viability of the
internet service, and develop a list of suppliers for the primary components.

c) Should ASI complete the work to the satisfaction of AirTV, it is the
intent of AirTV to award ASI an initial contract for the development for
AirTV of an on-board browser and to use the ASI ACAMS as a test platform
for such browser. If awarded, ASI will enjoy the status of being a preferred
supplier to AirTV for the development of the system software.

On May 12, 2000, ASI announced the release of its Data3Mail system, an
in-flight email system with full global coverage based on ASI's existing
flight proven hardware and software platform. The core software was
developed and tested in conjunction with INMARSAT, COMSAT and SITA (the
major providers of satellite communications and ground based infrastructure
for the airline industry). The system is cheaper and faster than any other
in-flight email system publicized as being in development. Data3Mail sends
and receives passenger Emails via the cockpit satellite data link rather than
the passenger telephone line. Messages are prioritised so as not to interfere
with cockpit communications and charged by the kilobit per transmission.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None

<PAGE>                              10


SIGNATURES

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

ASI ENTERTAINMENT, INC.


SIGNATURE                     TITLE                          DATE

By: /s/
Ronald J. Chapman      President and Director             May 12, 2000


By: /s/
Philip A. Shiels       Principal Financial Officer        May 12, 2000
                       and Director


By: /s/
Graham O. Chappell     Director                           May 12, 2000


<PAGE>                              11