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

                                   FORM 10-QSB

(Mark One)

[x]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934
                For the quarterly period ended September 30, 2001


[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For
         the transition period from_________to______________

                         Commission file number 02-27569



                            HEALTH EXPRESS USA, INC.
--------------------------------------------------------------------------------
                      (Exact name of small business issuer)

            Florida                                       65-0847995
-------------------------------             ------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)


         275 Commercial Blvd., Suite 260 Fort Lauderdale, Florida 33308
         --------------------------------------------------------------
                    (Address of principal executive offices)


                                 (954) 776-5401
                         ------------------------------
                         (Registrant'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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as to the latest practicable date:

  Class                                   Outstanding shares at October 31, 2001
-----------                               --------------------------------------
Common Stock                                              8,535,123


<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT



To the Board of Directors and Stockholders of
Health Express USA, Inc.

We have reviewed the accompanying consolidated balance sheet of Health Express
USA, Inc. and its subsidiaries (the "Company") as of September 30, 2001, and the
related consolidated statements of operations and cash flows for the three month
and nine month periods then ended. These financial statements are the
responsibility of the management of the Company.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying September 30, 2001 interim consolidated financial
statements for them to be in conformity with generally accepted accounting
principles.



/s/ Ahearn Jasco + Company, P.A.
--------------------------------


AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants


Pompano Beach, Florida
November 9, 2001





<PAGE>

<TABLE>
<CAPTION>

PART 1: FINANCIAL INFORMATION

      Item 1: Financial Statements
                                                        HEALTH EXPRESS USA, INC.
                                                   CONSOLIDATED BALANCE SHEETS
                                         September 30, 2001 (unaudited) and December 31, 2000

                                                             ASSETS
                                                                        Sept 30,      December 31,
                                                                          2001            2000
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
CURRENT ASSETS
      Cash and cash equivalents                                        $   427,380    $     9,170
      Inventory                                                             14,869         19,598
      Prepaid expenses and other                                             3,575             --
                                                                       -----------    -----------
      TOTAL CURRENT ASSETS                                                 445,824         28,768


PROPERTY AND EQUIPMENT, net                                                304,828        314,000

DEPOSITS                                                                    63,121          4,861
                                                                       -----------    -----------


      TOTAL                                                            $   813,773    $   347,629
                                                                       ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
      Accounts payable                                                 $    68,924    $    61,387
      Current portion of capital lease obligation                            8,824          6,973
                                                                       -----------    -----------

      TOTAL CURRENT LIABILITIES                                             77,748         68,360
                                                                       -----------    -----------


LONG TERM PORTION - Capital lease obligation                                 8,360         15,226
                                                                       -----------    -----------


STOCKHOLDERS ' EQUITY
Preferred stock, $0.01 par value;10,000,000 shares authorized
zero shares issued and outstanding
Common stock, $0.001 par value; 50,000,000 shares authorized
8,535,123 and 6,467,722 issued and outstanding at September 30, 2001
and December 31, 2000 respectively                                           8,535          6,468
Additional paid-in capital                                               7,213,133      5,687,429
Accumulated deficit                                                     (6,494,003)    (5,429,854)
                                                                       -----------    -----------

      TOTAL STOCKHOLDERS' EQUITY                                           727,665        264,043
                                                                       -----------    -----------

      TOTAL                                                            $   813,773    $   347,629
                                                                       ===========    ===========
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                      HEALTH EXPRESS USA, INC.
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (Unaudited)
                          FOR THE PERIODS ENDED SEPTEMBER 30, 2001 AND 2000


                                            Nine Months     Three Months    Nine Months    Three Months
                                               Ended           Ended          Ended           Ended
                                            September 30,   September 30,  September 30,   September 30,
                                                2001            2001         2000              2000

<S>                                          <C>            <C>            <C>            <C>
REVENUES, net                                $   326,002    $    79,795    $   200,256    $   105,491
COST OF SALES                                    154,915         35,385        103,555         51,491
                                             -----------    -----------    -----------    -----------
GROSS PROFIT                                     171,087         44,410         96,701         54,000
                                             -----------    -----------    -----------    -----------
CONTROLLABLE AND OTHER
RESTAURANT EXPENSES
Labor                                            163,747         40,787        131,507         68,102
Occupancy                                         44,612         15,674         24,202          9,411
Marketing                                          2,846            383         25,786         13,846
Repairs                                           21,044          2,788          8,911          2,296
Other direct costs                                52,941         17,904         43,034         17,311
                                             -----------    -----------    -----------    -----------
                                                 285,190         77,536        233,440        110,966
                                             -----------    -----------    -----------    -----------
OTHER EXPENSES
Compensation                                     384,012         64,990        180,769         11,371
Compensatory stock options                       146,375         81,500         24,000         14,250
Depreciation                                      68,612         22,911         40,228         22,130
Interest expense                                   4,753          1,445             --             --
General and Administrative                       346,293        195,625        206,237         49,096
                                             -----------    -----------    -----------    -----------
                                                 950,045        366,471        451,234         96,847
                                             -----------    -----------    -----------    -----------
TOTAL EXPENSES                               $ 1,235,235    $   444,007    $   684,674    $   207,813
                                             -----------    -----------    -----------    -----------
LOSS BEFORE PROVISION
FOR INCOME TAXES                              (1,064,148)      (399,597)      (587,973)      (153,813)

PROVISION FOR INCOME TAXES                                          --             --             --
                                             -----------    -----------    -----------    -----------
        NET LOSS                             $(1,064,148)   $  (399,597)   $  (587,973)   $  (153,813)
                                             ===========    ===========    ===========    ===========



LOSS PER COMMON SHARE:
Basic and diluted                            $     (0.14)   $     (0.05)   $     (0.10)   $     (0.02)
                                             ===========    ===========    ===========    ===========
Weighted average common shares outstanding     7,674,953      8,526,367      6,125,463      6,437,710
                                             ===========    ===========    ===========    ===========
</TABLE>



                           See notes to consolidated financial statements


<PAGE>

<TABLE>
<CAPTION>

                                      HEALTH EXPRESS USA, INC.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (unaudited)
                          FOR THE PERIODS ENDED SEPTEMBER 30, 2001 AND 2000


                                                                       Nine Months      Nine Months
                                                                           Ended            Ended
                                                                       September 30,    September 30,
                                                                            2001            2000
                                                                       -----------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                    <C>              <C>
        Net loss                                                       $(1,064,148)     $  (587,973)
        Adjustments to reconcile net loss to net cash used in
        operating activities
           Depreciation                                                     68,612           40,228
           Common stock issued for services                                298,525           75,275
           Issuance of stock options                                       146,375           24,000
           Changes in certain assets and liabilities
               Inventory, prepaid expenses and other assets                (57,106)         (14,399)
              Accounts payable                                               7,537          (24,999)
                                                                       -----------      -----------

                  NET CASH USED IN OPERATING ACTIVITIES                   (600,205)        (487,868)
                                                                       -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of property and equipment                                 (59,440)        (107,273)
                                                                       -----------      -----------

                  NET CASH USED IN INVESTING ACTIVITIES                    (59,440)        (107,273)
                                                                       -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
        Payments on capital lease obligation                                (5,015)          (1,471)
        Net proceeds from issuance of common stock                       1,082,870          598,000
                                                                       -----------      -----------

                  NET CASH PROVIDED BY FINANCING ACTIVITIES              1,077,855          596,529
                                                                       -----------      -----------

                  NET INCREASE IN CASH AND CASH EQUIVALENTS                418,210            1,388

CASH AND CASH EQUIVALENTS, Beginning of the period                           9,170           70,553
                                                                       -----------      -----------

CASH AND CASH EQUIVALENTS, End of the period                           $   427,380      $    71,941
                                                                       ===========      ===========



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
        Cash paid during the period for interest                       $     4,752      $     2,688
                                                                       ===========      ===========
        Cash paid during the period for income taxes                   $        --      $        --
                                                                       ===========      ===========
</TABLE>


                           See notes to consolidated financial statements



<PAGE>


                            HEALTH EXPRESS USA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001
                                   (unaudited)


Basis of Presentation

The accompanying consolidated condensed unaudited financial statements of Health
Express USA, Inc., and its Wholly-owned subsidiaries, Healthy Bites Grill, Inc.,
Healthy Bites Grill of Boca, Inc. and Health Express Franchise Company,
(collectively the"Company"), have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Item 310(b) of Regulation S-B. The disclosures in the notes to
the financial statements have been prepared in accordance with the instructions
set forth under Item 310(b), Interim Financial Statements, of Regulation S-B.
The requirements set forth under Item 310(b) require that footnotes and other
disclosures should be provided as needed for the fair presentation of the
financial statements and to ensure that the financial statements are not
misleading. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The requirements of Item 310(b) also require disclosure of
material subsequent events and material contingencies notwithstanding disclosure
in the annual financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included and
there are no additional material subsequent events or material contingencies
that require disclosure. The financial statements as of and for the periods
ended September 30, 2001 and 2000 are unaudited. The financial statements for
the period ended September 30, 2001 have been reviewed by an independent public
accountant pursuant to Item 310(b) of Regulation S-B and following applicable
standards for conducting such reviews, and report of the accountant is included
as part of this filing.

The results of operations for the interim periods presented are not necessarily
indicative of the results of operations to be expected for the fiscal year.
Certain information for 2000 has been reclassified to conform to the 2001
presentation. The accompanying consolidated financial statements should be read
in conjunction with the financial statements and footnotes included in the
Company's Form 10-KSB filed for the year ended December 31, 2000.

On June 15, 2001, the Company changed the ending date for its accounting and
fiscal reporting purposes to the Sunday closest to the last day of a calendar
month. This change will improve the management of the restaurant operations, and
will have an insignificant affect on reported operating results.

The Company was previously a development stage company. Effective April 10,
2000, when the Company began generating revenues from restaurant operations, the
Company was no longer considered to be in a development stage.



<PAGE>




Going Concern Considerations

The Company's financial statements have been prepared on a going concern basis
that contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. Management recognizes that the
Company must generate capital and revenue resources to enable it to finance the
construction of the new Boca Raton, Florida location, and to start is
franchising efforts. Ultimately, the Company must achieve profitable operations.
Management is planning to obtain additional capital from revenue generated from
operations and through the sale of equity securities. The realization of assets
and satisfaction of liabilities in the normal course of business is dependent
upon the Company obtaining additional revenues and equity capital and ultimately
achieving profitable operations. However, no assurances can be given that the
Company will be successful in these activities. Should any of these events not
occur, the accompanying financial statements will be materially affected.

Net Loss per Share

SFAS No. 128, "Earnings Per Share," requires companies with complex capital
structures or common stock equivalents to present both basic and diluted
earnings per share ("EPS") on the face of the income statement. Basic EPS is
calculated as the income or loss available to common stockholders divided by the
weighted average number of common shares outstanding during the period. Diluted
EPS is calculated using the "if converted" method for common share equivalents
such as convertible securities and options and warrants. The accompanying basic
and diluted EPS computations are the same as the inclusion of common stock
equivalents in the diluted computation would be anti-dilutive.

Income Taxes - All deferred taxes created by NOL's are offset in their entirety
by a deferred tax asset valuation allowance.



Health Express USA, Inc. was incorporated in Florida on July 2, 1998 to develop,
construct and operate health and gourmet fast food restaurants. On April 10,
2000, the company began operations of its first restaurant in Fort Lauderdale,
Florida. This flagship restaurant will serve as the model for future company
owned restaurants and franchise operations, under the trade name "Healthy Bites
Grill". The Company operates the restaurant through a wholly owned subsidiary,
Healthy Bites Grill, Inc., incorporated in Florida on January 26, 1999. The
restaurant offers eat-in, take out and drive-thru service.

On May 7, 2001 the Company entered into a five year lease, with two five-year
options, for a second restaurant located in Boca Raton, Florida. The restaurant
is currently under remodeling and the opening is expected in early 2002. The
restaurant will operate through a wholly owned subsidiary, Healthy Bites Grill
of Boca, Inc., incorporated in Florida on May 7, 2001.

On July 10, 2001 the Company entered into an agreement with Francorp, Inc., a
consulting firm specializing in the development and implementation of
comprehensive franchise programs. The agreement is for one year with a total fee
of $136,000 paid as follows: cash in the amount of $60,000 paid on July 9, 2001,
38,000 shares of the Company's restricted common stock issued on July 23, 2001
and warrants for 38,000 shares of the Company's common stock at a purchase price
of $2.00 per share.

The Company will conduct franchise operations through a wholly owned subsidiary,
Health Express Franchise Company, incorporated in Florida on May 7, 2001.


<PAGE>



Item 2. Management's Discussion and Analyses of Results of Operations.



Introduction - Forward Looking Statements

In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), Health Express USA, Inc. and
its subsidiaries, (collectively, the "Company") is hereby providing cautionary
statements identifying important factors that could cause the Company's actual
results to differ materially from those projected in forward-looking statements
made herein. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions of future events or
performance are not statements of historical facts and may be forward-looking.
These forward-looking statements are based largely on the Company's expectations
and are subject to a number of risks and uncertainties, including but not
limited to, economic, competitive, regulatory, growth strategies, available
financing and other factors discussed elsewhere in this report and in documents
filed by the Company with the Securities and Exchange Commission ("SEC"). Many
of these factors are beyond the Company's control. Actual results could differ
materially from the forward-looking statements made. In light of these risks and
uncertainties, there can be no assurance that the results anticipated in the
forward-looking information contained in this report will, in fact, occur.

Any forward-looking statement speaks only as of the date on which such statement
is made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can it assess the impact of each
such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.

Results of Operations

Health Express USA, Inc. was incorporated in Florida on July 2, 1998 to develop,
construct and operate healthy gourmet fast food restaurants. The flagship
restaurant began operations on April 10, 2000 and the Company did not report any
revenues for the quarter ending March 31, 2000. For the period ending September
30, 2001, Healthy Bites Grill, Inc., the subsidiary that operates the
restaurant, reported net revenues of $326,002 and losses of $114,103. The total
consolidated loss of $1,064,148 for the period ending September 30, 2001
includes losses from restaurant operation and other expenses in the amount of
$950,045, which include expenses incurred by Health Express Franchise Company
totaling $66,000 for legal and franchise fees and expenses incurred by Healthy
Bites Grill of Boca, Inc. totaling $64,725 for rent and real estate taxes.


Health Express USA, Inc. - September 30, 2001 as compared to September 30, 2000

The expenses for the period ending September 30, 2001 of $950,045 for
non-restaurant operations include compensation paid to officers and directors of
$295,875 in stock and options (non-cash). Excluding depreciation expense of
$68,612 and other non-cash compensation for services of $149,025, Health Express
USA, Inc. incurred net cash losses for non-restaurant operations of $436,533.


<PAGE>


General and Administrative expenses in the amount of $346,293 incurred by Health
Express USA, Inc. represent approximately $195,625 incurred during the third
quarter ending September 30, 2001 as compared to general and administrative
expenses of $49,096 during the third quarter of 2000. This increase is due
primarily to increases in advertising and promotion, administrative salaries and
professional fees and additional legal fees and operating expenses incurred by
the subsidiaries, Health Express Franchise Company and Healthy Bites Grill of
Boca, Inc.


Healthy Bites Grill, Inc. - September 30, 2001 as compared to September 30,
2000:

Since the opening of the restaurant, on April 10, 2000, the restaurant has
reported net losses, net sales and profit margins as follows:

                                            Net         Profit Margin (a)
Quarter Ending              Loss         Net Sales          (Loss)
---------------             ----         ---------          ------

6-30-2000                $ 79,773         $ 94,765         $(20,704)
9-30-2000                  56,966          105,491          (14,102)
12-31-2000                 48,190           84,215           (8,415)
3-31-2001                  42,950          113,976          (10,415)
7-01-2001                  38,027          132,231           14,132
9-30-2001                  33,126           79,795            3,623

(a) Net Sales less Labor, Food Costs and Paper Costs

The decrease in net sales for the current quarter as compared to previous
quarters is due to reduced hours of operations during the summer months. The
resulting lower profit margin as compared to the previous quarter is due
primarily to higher labor costs. The Company is expecting increased sales during
the last quarter of the current year as a result of the upcoming tourist season,
however, management is concerned that this year's tourist season may be dampened
by the after effects of the September 11 terrorist attacks..

Healthy Bites Grill of Boca, Inc.:

On May 7, 2001 the Company has entered into a lease for a pre-existing
freestanding fast-food restaurant in Boca Raton, Florida. The building is
approximately 3,900 square feet and is centrally located near a major mall, a
business district and residential neighborhoods of upscale homes, townhouses and
apartments. The shopping mall, in very close proximity, is a popular destination
for shoppers in Boca Raton, Florida, a city well known for its affluent
communities. Close to the major highway and two major thoroughfares, this
restaurant represents the ideal combination of location and demographics for the
Company's restaurant theme and products. This second restaurant will be
operating through a wholly owned subsidiary, Healthy Bites Grill of Boca, Inc.,
a Florida corporation organized on May 7, 2001.

The lease for this location is for a five year period with two five-year
options, with initial monthly rental payments of $8,333.33 plus common area
maintenance of approximately $1,900 and real estate taxes of approximately
$1,400. The Company is planning for renovation of the property and expects to
begin restaurant operations in early 2002.


<PAGE>



Health Express Franchise Company:

On July 10, 2001 the Company entered into an agreement with Francorp, Inc., a
major franchise-consulting group, to develop and implement a comprehensive
franchise program. This program provides assistance in various phases including:

-Strategic Planning and Program Structure
-Franchise Documentation
-Franchise Operations Manuals
-Franchise Marketing Plan
-Franchise Sales Consulting
-One Year Consulting Services

The fee for the above program is $ 136,000.

Liquidity and Capital Resources

As of October 29, 2001 the Company has approximately $330,000 in cash and cash
equivalents. This amount of available cash is sufficient to satisfy the
Company's need for working capital for at least the next six months. The Company
currently has no debt outside of normal and recurring accounts payable resulting
from restaurant operations and an obligation for a capital lease for a Point of
Sale register system. The Company is presently in the beginning phase of
renovation of the second restaurant in Boca Raton, Florida, and Management
expects additional improvement costs in the range of $400,000 to $500,000.

While Management projects that available cash will be sufficient to meet the
Company's immediate working capital, additional funds will be necessary to
finance the construction of the Boca location as well as the start of its
franchising efforts. To raise additional funds the Company may seek additional
financing through the sale of its securities. The Company's directors also may
provide additional funds by exercising their options. The Company may also seek
alternative sources of financing, including more conventional sources such as
bank loans and credit lines or loans from the Company's officers. However, no
assurances can be given that the Company will be able to meet its long-term
needs through the sale of securities or otherwise.

From time to time the Company may evaluate potential acquisitions involving
complementary businesses, content, products or technologies. The Company has no
present agreements or understanding with respect to such acquisition. The
Company's future capital requirements will depend on many factors, including
growth of the Company's restaurant business, the success of its franchising
operations, economic conditions and other factors including results of future
operations.




<PAGE>





PART II - OTHER INFORMATION


Item 2. Changes in Securities


During the nine-month period ended September 30, 2001 the Company issued the
following securities.

<TABLE>
<CAPTION>

                                               Common Stock
                                               ------------    Additional    Additional
                                                  Shares         at Par      Paid-In
                                                  Issued         Value       Capital        Total
                                                 ---------    ----------    ----------   ----------
<S>                                              <C>          <C>           <C>          <C>
Common Stock at December 31, 2000                6,467,722    $    6,468    $5,687,429   $5,693,897

Contribution of 200,000 shares of restricted
stock at $0.001 per share                         (200,000)         (200)          200

Issuance of 306,000 shares of restricted           306,000           306       229,194      229,500
stock at $0.75 per share-officer compensation

Issuance of 29,000 shares of restricted             29,000            29        10,121       10,150
stock at $0.35 per share-private offering

Issuance of 7,634 shares of restricted               7,634             7         9,994       10,001
stock at $1.31 per share-exercise of options

Issuance of 38,700 shares of restricted
stock at $0.35 per share-exercise of options        38,700            39        13,506       13,545

Issuance of 140,500 shares of restricted
stock at $0.35 per share-exercise of warrants      140,500           141        49,034       49,175

Issuance of 39,500 shares of restricted             39,500            38        29,587       29,625
stock at $0.75 per share-compensation

Issuance of 1,666,667 shares of restricted       1,666,667         1,668       998,332    1,000,000
stock at $0.60 per share-private offering

Issuance of 39,400 shares of restricted             39,400            39        39,361       39,400
stock at$1.00 per share-compensation

Additional paid in capital for stock options
and warrants                                                                   146,375      146,375
                                                 ---------    ----------    ----------   ----------

Common Stock at September 30, 2001               8,535,123    $    8,535    $7,213,133   $7,221,668
                                                ==========    ==========    ==========   ==========
</TABLE>


<PAGE>




Item 6. Exhibits and Reports on Form 8-K

     The following exhibits are included herein:



Exhibit 4 - Stock options issued to Ted Witham pursuant to Employment Agreement
            Warrants for 38,000 shares issued to Francorp, Inc. (1)
            Warrants for 2,000,000 shares issued to Rider Insurance Company (1)

Exhibit 10 -Employment Contract between Health Express USA, Inc. and
            Ted Witham. (employee)
            Franchise Development Agreement with Francorp, Inc.(1)
            Lease between Healthy Bites Grill of Boca, Inc. and Lester M. Entin
            Associates (2)


(1) Previously filed as Exhibit to Form 10-QSB on August 13, 2001.
(2) Previously filed as Exhibit to Form 10-QSB on May 14,2001



<PAGE>


                                  Signatures:

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


                                          HEALTH EXPRESS USA, INC.
                                          ------------------------
                                          (Registrant)

                                          /s/ Douglas Baker
--------------------------                ------------------------------
Date                                      Douglas Baker, President




                                          /s/ Bruno Sartori
--------------------------                -------------------------------
Date                                      Bruno Sartori, Chief Financial Officer