SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 2001

                        Commission File Number: 000-24965


                         U.S.A. SUNRISE BEVERAGES, INC.
             (Exact name of registrant as specified in its charter)



      South Dakota                                        46-0439668
(State of Incorporation)                         (I.R.S. Employer I.D. Number)

                        P.O. Box 938, Spearfish, SD 57783
              Address of principal executive offices and Zip Code)

                                 (605-723-5560)
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Securities registered pursuant to Section 12(g) of the Exchange Act:

                                  Common Stock

Indicate by check mark whether the Registrant (1) has filed all reports
Required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 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 or the past 90 days:              [X] YES [ ] NO

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of Registrant's  knowledge,
In definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB: [X]


Registrant's revenues for its most recent fiscal year
(ended December 31, 2001): N/A

Aggregate market value of voting stock held by non-affiliates: N/A

Indicate the number of shares outstanding of each of the registrant's classes
of common stock:

6,152,309 common shares were outstanding as of December 31, 2001.





I.   PART

1. ITEM DESCRIPTION OF BUSINESS.

U.S.A. Sunrise Beverages, Inc.(the "Company") was incorporated on
August 13, 1990 in the State of South Dakota under the name Papaya U.S.A.
Corporation.  From 1991 to 1993, the Company engaged in the test marketing
of papaya soft drink products in several states.  It ceased production and
sales in 1993 due to lack of financing.  The Company plans to resume its
production of exotic soft drinks and spring water.  In addition, the
Company may seek to locate and acquire a business opportunity with one
or more unrelated private companies which may be interested in
taking advantage of the Company's status as a public company.

Although there are no recent distribution agreements in place, management has
kept its contacts and familiarity within the soft drink industry and with the
experience and support of the Company's strong management and sales force,
management believes it can re-establish channels for the distribution of
products through distributors and manufactures. Past contracts and agreements
include Shasta, McLane, McLane International and Full Service Beverages.

The operations of the Company will be dependent entirely upon the Company
obtaining sufficient capital to conduct its business. There are no assurances
that the Company will be able to obtain the necessary capital to commence its
operations. As noted in the financial statements incorporated herein, should
the Company not be able to implement its business plan, there exists doubt
about the Company continuing to exist as a going concern. See Note 2 to
Financial Statements.

                                       1



The Company's ability to successfully implement its business plan will also
depend upon attracting and retaining competent employees and management
personnel. The Company's ability to attract competent personnel will be
dependent on the ability of the Company to provide competitive salaries,
benefits, support, and opportunity. The Company's primary key employee is its
President, Omar Barrientos. If the Company should lose the services of Mr.
Barrientos, there are no assurances that the Company would be able to obtain
An acceptable replacement on suitable terms. There are no assurances that
Company will be able to provide suitable compensation and/or benefits to
attract and retain such personnel as are necessary to conduct its business.

Presently the Company has no full time employees. The Company has taken
initial steps concerning its human resources plans. The Company's president,
Omar Barrientos does not currently have an employment contract with the
Company, but he devotes 100% of his time to the Company's business. The
Company intends to enter into an employment agreement with Omar Barrientos,
the Company's president upon capitalization of the Company.

2. ITEM DESCRIPTION OF PROPERTY

The Company's current business address is Box 938, Spearfish, SD, 57783 and
its phone number is (605) 723-5560. The Company has temporarily stored
miscellaneous office and equipment and supplies at the 3150 4th Avenue
location. This building has office space in addition to potential production
space. The Company's registered agent upon whom service of process may be
made is Omar Barrientos.

3. ITEM LEGAL PROCEEDINGS.

To the best of its knowledge, Registrant is not party to, nor is any of its

                                       2



property the subject of, any pending material legal proceedings, except a
certain note payable to a stockholder, currently in default and subject to a
June, 1997 judgment for $72,564 plus statutory interest at 5%.

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

     No matters were submitted for shareholder approval during the fourth
quarter of the fiscal year covered by this Report.

     PART II.

5. ITEM MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (a) Market information.

   A limited public market for the Company's Common Stock exists on the NASDAQ
Bulletin Board under the symbol "USBV."

   The Company's Common Stock was listed on the Nasdaq O-T-C Bulletin Board on
October 14, 1999. There was no trading of the Common Stock, however, during
the year ended December 31, 2001.

     As of March 31, 2002, there were approximately 85 record holders of the
Company's Common Stock.

     The Company has not paid any cash or other dividends on its Common Stock
since its inception and does not anticipate paying any such dividends in the
foreseeable future. The Company intends to retain any earnings for use in the
Company's operations and to finance the expansion of its business.

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

   The following discussion and analysis should be read in conjunction with
the Company's Consolidated Financial Statements and the Notes thereto included
elsewhere in this document. The discussion of results, causes and trends
should not be construed to imply any conclusion that such results or trends
will necessarily continue in the future.

   U.S.A. Sunrise Beverages, Inc., (the "Company") was incorporated under the
laws of the state of South Dakota August 13, 1990. From 1991 to 1993, the
Company engaged in the test marketing of papaya soft drink products in
several states.  It ceased production and sales in 1993 due to lack of
financing.  The Company plans to resume its production of exotic soft drinks
and spring water.  In addition, the Company may seek to locate and acquire a
business opportunity with one or more unrelated private companies which may
be interested in taking advantage of the Company's status as a public company.

                                       3



     Although there are no recent distribution agreements in place, management
has kept its contacts and familiarity within the soft drink industry and with
the experience and support of the Company's strong management and sales force,
management believes it can re-establish channels for the distribution of its
products through distributors and manufactures. Past contracts and agreements
include Shasta, McLane, McLane International and Full Service Beverages.

7. ITEM FINANCIAL STATEMENTS.

     The consolidated financial statements of U.S.A Sunrise Beverages, Inc.
including the notes thereto and the report of independent accountants thereon,
commence at page F-1 of this Report.

8. ITEM CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

     None.

                                       4



PART III.

9. ITEM DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

(a) Identification of Directors

Directors are elected by the shareholders to hold office for a one year term
or until a successor is elected and qualified.



Name                       Age   Position                         Served From
-----                       ---   --------                         -----------

Omar Barrientos            62    CEO, Chairman, Treasurer,       August, 1990
                                    President
Robert Westerfield         62    Vice-President, Director        October, 1993
Gene Fairchild             56    Vice-President, Director P.R.,  March, 1996
                                    Secretary
Louis J. Twiss             63    Director                        October, 1993
William S. Brewster        62    Director                        October, 1993
Carlos Caceres             55    Advisory Board Director         Nov., 1993
Donald L. Antle            61    Advisory Board Director         October, 1993
Ing. Jaime Aponte Issa     62    Advisory Board Director         October, 1993
Jose Ezzidin Eid Montano   55    Advisory Board Director         October, 1993


(b)  Identification of Executive Officers.

Executive Officers serve in their capacities at the pleasure of the Board of
Directors of the Company.

(c)  Identification of Certain Significant Employees.

The Company's only significant employee at the present time is its President,
Omar Barrientos. Mr. Barrientos presently commits 100% of his time to the
Company and is not involved in any other business pursuits.

                                       5




(d)  Family Relationships.

At present, no directors, officers or employees of the Company are related.

(e)  Business Experience.

Omar Barrientos

Mr. Barrientos has been the president, treasurer and a director of the Company
since August 13, 1990. During the last several years, he has researched all
aspects of the beverage industry, including concentrate components, production
and sales, cost calculations, distribution systems, and bottling requirements.

Mr. Barrientos is not currently employed in any capacity or position outside
the Company and devotes 100% of his time and effort to the Company's business.
As to Mr. Barrientos' business experience outside of the Company, since 1981,
Mr. Barrientos has held a license as a Real Estate Mortgage Broker under the
South Dakota Banking Commission. From 1986 to 1990, Mr. Barrientos was
president of Mexico U.S.A. (Mexican restaurants) located in Rapid City SD
From 1981 to present, Mr. Barrientos has been the owner of Ombar Financial
Services, Rapid City SD.

Robert Westerfield

Mr. Westerfield has been the vice president and a director of the Company
since October 23, 1993. Mr. Westerfield has over 30 years of beverage industry
experience. His background within the industry covers many major bottling
plants including All American. Mr. Westerfield is the former president and
COO of Full Service Beverage (1982 to 1995), and a member of the Board of
Directors of the

                                       6



Royal Crown Bottlers Association. From 1995 to the present, he has been the
owner of Bob Westerfield Equipment Co., Wichita, KS.

Gene Fairchild

Mr. Fairchild has been the vice president, secretary and a director of the
Company since March 1996. Mr. Fairchild has extensive background in marketing,
management, news media, and the insurance field. From 1986 to the present, Mr.
Fairchild has been the vice president, treasurer and a stockholder of Agents
of Insurance, Rapid City SD one of the largest insurance agencies in South
Dakota. Mr. Fairchild has been in the insurance field since 1973, starting as
a co-owner of McKinney-Weddell Insurance, predecessor of Agents of Insurance.

Louis J. Twiss

Mr. Twiss has been a director of the company since october, 1993. From 1982 to
1991, mr. Twiss was the owner of discount batteries, inc., Rapid city sd from
1991 to the present, he has been the owner of twiss ranch involved in ranching
and consulting. Mr. Twiss is involved in developing special programs of
distribution to indian casinos and reservations. Mr. Twiss, a native american
has prior experience as a consultant for native americans as well as for
companies dealing with native americans. Mr. Twiss provides consulting services
regarding government programs and opportunities to various companies and native
americans regarding leases, equipment, minority issues and marketing in indian
casinos.

William S. Brewster

From 1982 to the present, Mr. Brewster has been president of Brewster Marketing
Company, Brewster Associates, a consulting firm, East Hampton, CT, Brewster
Financial group and BCP Marketing Group. Mr. Brewster has over 30 years of
marketing experience. He has been consulting manager to several companies and
has been a member of professional organizations such as the American Society of
Training and the New England Association of Advertising. Mr. Brewster has
lectured at seminars for the State of Connecticut, the University of Hartford,
and University Health Center.

Advisory Board Directors

Carlos Caceres

Mr. Caceres has been an advisory director of the Company since November 30,
1993. From 1991 to 1993, Mr. Caceres was the President of McLane International,
an affiliate of McLane, Inc. and Wal-Mart. Mr. Caceres has substantial
knowledge of, and contacts in, the food and beverage industries. Mr. Caceres
will assist in the Company's efforts to place its product in national markets
and in the Caribbean Basin. Mr. Caceres is a native of Peru.

Donald L. Antle

Mr. Antle began his career in the soft drink industry in 1958 at the Seven-Up
Bottling Company and continued in management position until joining the Dr

                                       7



Pepper Company a Zone Manager in 1962. From 1964 - 1973 Mr. Antle was the
Division Manager of Dr. Pepper, responsible for all sales, marketing and
franchising for the eight mid-western states. From 1973- to 1986 he served as
Vice-president and Senior Vice-president of Dr Pepper and President of Premier
Beverages (Welch's)

Mr. Antle is the founder and President of Antle Enterprises, Inc., a consulting
and service entity to the beverage industry. He is also a Director of the
Equitable Bank, Dallas, Texas. Mr. Antle has 30 years experience in the
Beverage industry and specific experience concerning mergers and acquisitions
within that industry. Mr. Antle has successfully completed a variety of
beverage company mergers, acquisitions, corporate financing and special
consulting projects.

Ing. Jaime Aponte Issa

Mr. Aponte is the General Manager of Embotelladora La Cascada and the
President of the Bolivian National Association of Bottlers.

Jose Ezzidin Eid Montano

Mr. Ezzidin Eid Montano is the President and principal owner of Grupo
Industrial "La Cascada". His company has grown to become the largest
independent bottling company in South America with eleven bottling plants.

The dates of service for present and prior employment of the Company's
officers and directors are as follows:

Omar Barrientos (president, treasurer), prior employment; (1986 to 1990)
president of Mexico U.S.A. (restaurants) Rapid City SD; (1981 to present) Ombar
Financial Services, Rapid City SD; (1990 to present) president of the Company.

Robert Westerfield (vice president, director), prior employment; (1982 to
1995), COO of Full Service Beverage Co.; (1995 to present) owner of Bob
Westerfield Equipment Co., Wichita, KS.

Gene Fairchild (vice president, director, secretary) prior employment; (1986
to present) vice president, treasurer of Agents of Insurance, Rapid City SD.

Louis Twiss (director) prior employment; (1982 to 1991) owner of Discount
Batteries, Inc., Rapid City SD; (1991 to present) 0wner of Twiss Ranch
(ranching/consulting).

William Brewster (director) prior employment; (1982 to present) president of
Brewster Associates, East Hampton, CT (consulting).

There are no assurances that the Company will be able to retain the services
of the current members of the Board of Directors, or that it will be able to
attract other members to serve as directors should vacancies develop.

(f)  Involvement in Certain Legal Proceedings.

                                       8



The Company has conducted due diligence and has no record of existing officers
or directors that currently have, and does not believe that they been involved
in, any legal proceedings material to an evaluation of the ability or integrity
of any director or officer.

10. ITEM EXECUTIVE COMPENSATION.

(a)  Cash Compensation, Bonus, and Deferred Compensation.

The following table sets certain information with respect to annual
Compensation paid in 1998, 1999, 2000 and 2001 to the Company's only
executive officer.



Name and Principal                          Other Annual     All Other
Position             Year   Salary   Bonus  Compensation    Compensation
- ------------------------------------------------------------------------

Omar Barrientos,     2001    None     None      N/A             N/A
  President          2000    None     None      N/A             N/A
                     1999    None     None      N/A             N/A
                     1998    None     None      N/A             N/A


(b)  Compensation Pursuant to Plans.

Company currently has no plans for compensation, key man insurance, pension, or
stock options stock appreciation rights plans.

11. ITEM SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a)  Security Ownership of Certain Beneficial Owners.

The following tables set forth as of December 31, 2001 the number and
percentage of outstanding Shares of the Company beneficially owned by all
persons known by the Company to be the owners of more than 5% of the Company's
outstanding voting securities.

                                       9





                 Name and Address               Amount and Nature
Title of          of Beneficial                   of Beneficial     Percent of
Class                Owner                          Ownership           Class
------------------------------------------------------------------------------

Voting           Isabel & Elizabeth Barrientos  400,000 shares          100%
Preferred (1)    719 Cedar Lane
                 Spearfish, SD 57783

Voting           Omar Barrientos                400,000 shares          100%
Preferred (2)    P.O. Box 938
                 Spearfish, SD 57783

Common           Birchwood Cptl. Advisors       450,000 shares          7.31%
                 4 Dogwood Court
                 West Paterson, NJ 07424

Common           Paul Miller Sr. Trust          315,169 shares          5.12%
                 967 Main
                 Deadwood, SD 57732

Common           Michael Rosenbaum              400,000 shares          5.33%
                 55 Woodbine Ave
                 Larchmont, NY 10538

Common (1)       Elizabeth Schroeder and      1,434,129 shares          23.31%
                 Isabel Barrientos
                 6778 Rosefield Dr.
                 San Diego, CA   92115

This is for the part of;

Reclassifications-Adjustments:

Certain prior year amounts have been reclassified and adjusted to conform
to year end presentation.

Recent sales of securities

On March 31, 2000, the Company issued 1,211,500 shares of common
stock, of which 466,500 were issued to the Company's president, 720,000
to holders of preferred stock and 25,000 were issued to an outside
consultant. The 466,500 and 720,000 shares were issued by the Company
under Rule 144 in satisfaction of cumulative Preferred Stock dividends
payable and recapitalization of amounts previously advanced to the
Company in the form of loans. In accordance with the preferred stock
Designation, the shares were issued at $0.25 per share, which was 50% of
the most recent transaction price for the shares. As result the Company
paid $180,000 on dividends and $116,626 on related party debt as
recapitalization. As result the Current Liabilities were reduced in the
total amount of $296,626. The balance of 25,000 of common stock was
issued at a price of $0.50 per shares, and relates to legal and consultant
services. On December 31, 2000, and on December 31, 2001, the
Company issued 240,000 shares of common stock to holders of
Preferred stock in satisfaction of cumulative preferred stock
Dividends payable at a price of $0.25 per share.

(1)  Isabel and Elizabeth (Schroeder) Barrientos are the wife and daughter
     respectively of Omar Barrientos, the Company's President.

(2)  The aforementioned parties live at separate addresses and Mr. Barrientos
     disclaims any beneficial ownership in such shares owned by his daughter or
     wife.

(b)  Security Ownership of Management.

The following table sets forth as of the date of this Registration Statement
the

                                       10



number  and  percentage  of  outstanding   voting securities  of  the Company
beneficially owned by Management.



                 Name and Address        Amount and Nature
Title of          of Beneficial            of Beneficial             Percent of
Class                Owner                   Ownership                  Class
-------------------------------------------------------------------------------

Voting           Omar Barrientos         400,000 shares                 100%
Preferred (2)    P.O. Box 938
                 Spearfish, SD 57783

Common  (2)      Omar Barrientos          16,015 shares                   0.27%
                 P.O. Box 938
                 Spearfish, SD 57783

Common           Robert Westerfield       10,000 shares                   0.17%
                 814 Dayton St.
                 Wichita, KS 67213

Common           Gene Fairchild           51,000 shares                   0.86%
                 1807 Spade Ct.
                 Rapid City, SD 57701

Common           Louis J. Twiss           10,000 shares                   0.17%
                 HC 57, Box 12
                 Buffalo Gap, SD 57722

All directors and officers as             87,015 shares (Common)          1.47%
a group (9 persons)                      400,000 shares (Preferred)     100.00%



----------
(1) Director William S. Brewster, and Advisory Directors Carlos Caceres, Donald
     L. Antle, Ing. Jaime Aponte Issa and Jose Ezzidin Eid Montano do not own
     any shares of the Company.

(2)  Beneficial ownership.

(c)  Changes in Control.

No shares of the Company are presently delivered as security to third parties.
There are no outstanding options or agreements which would affect control of
the Company.

                                       11



12. ITEM CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

(a)  Transactions with Management and Others.

On January 1, 1994, the Company entered into a loan agreement in the original
amount of $50,967.00 with its president, Omar Barrientos. Pursuant to the
agreement, the president periodically pays expenses on behalf of the Company,
or advances money to the Company to pay its expenses. The note payable bears
interest at 7% and is calculated each December 31 to include all amounts due,
including interest accrued at 7% thorough December 31. The balance due as of
12/31/00 was approximately $13,632.

On November 16, 1995, the Company entered into a note agreement with Dr. Neil
Kurti, a Shareholder of the Company. The $50,000 note payable bears interest at
10% and carries a due date of February 1, 1996.

On or about April 4, 1995, the Company entered a loan agreement in the amount
of $66,000 with Dr. Vincent Eilers, a shareholder of the Company, such loan
being due and payable July 11, 1995. Dr. Vincent Eilers, filed a complaint
against the Company on or about November 15, 1996. A judgment was entered on
February 18, 1997. See Note 3 to Financial Statements. See also Legal
Proceedings.

During 1997 and 1999, the Company received loans from a shareholder, Mr. Paul
Miller, in the principal amount of $31,060, plus interest at 12%.


                                       12




13. ITEM EXHIBITS AND REPORTS ON FORM 8-K.


Exhibit
Number            Description
-------           -----------

3(i)              Articles of Incorporation
                  of Papaya U.S.A. Corporation*

                  Articles of Amendment
                  Filed November 4, 1993*

                  Articles of Amendment
                  Filed December 26, 1995*

                  Articles of Amendment
                  Filed August 13, 1997*

                  Letter of Amendment
                  Filed July 28, 1997*

3(ii)             Bylaws*

4.1               Description of Securities*

4.2               Resolution of Board of Directors dated
                  May 31, 1997 re: rights of Preferred Stock*


                                       13



10.6              Quit Claim Deed and Release dated
                  August 18, 1998 between Dakota Mining
                  and Construction, Inc. and the Company*

10.8              Loan Agreement between Omar Barrientos
                  and the Company dated January 1, 1994*

10.9              Note Agreement between Dr. Neil Kurti
                  and the Company dated November  11, 1995*

*  Incorporated by reference from the Company's Registration Statement on Form
   10-SB dated April 28, 1999 (File #000-24965).

REPORTS ON FORM 8-K:  NONE

                                       14




                                   SIGNATURES

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

                                            U.S.A. SUNRISE BEVERAGES, INC.

                                            /s/ Omar A. Barrientos
                                            ------------------------------------
                                            Omar A. Barrientos
                                            President


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

Name and Capacity                                                     Date
-----------------                                                     ----

/s/ Omar B. Barrientos                                    Date: April 1, 2002
-----------------------------
Omar Barrientos, Director

/s/ Robert Westerfield                                    Date: April 1, 2002
-----------------------------
Robert Westerfield, Director

/s/ Gene Fairchild                                        Date: April 1, 2002
-----------------------------
Gene Fairchild, Director

Louis J. Twiss                                            Date: April 1, 2002
-----------------------------
Louis J. Twiss, Director

/s/ William S. Brewster                                   Date: April 1, 2002
-----------------------------
William S. Brewster, Director

                                       15



                         U.S.A. SUNRISE BEVERAGES, INC.

                              Financial Statements

                           December 31, 2001 and 2000





                                    CONTENTS



                                                                         Page

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                   1

BALANCE SHEET                                                              2

STATEMENT OF LOSS                                                          3

STATEMENT OF CASH FLOWS                                                    4

STATEMENT OF STOCKHOLDERS' EQUITY                                          5

NOTES TO FINANCIAL STATEMENTS                                            8-13







                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors
U.S.A. Sunrise Beverages, Inc.


We have audited the accompanying balance sheet of U.S.A. Sunrise Beverages,
Inc. (a development stage company) as of December 31, 2001 and the related
statements of loss, cash flows and stockholders' equity for each of the years
ended December 31, 2001 and 2000, and for the period from inception (August
13, 1990) to December 31, 2001. These financial statements are the
responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of U.S.A. Sunrise Beverages, Inc.
as of December 31, 2001, and the results of its operations, its cash flows, and
the changes in its stockholders' equity for each of the years ended December
31, 2001 and 2000, and for the period from inception (August 13, 1990) to
December 31, 2001, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has deficits in working capital and equity,
and must obtain financing to meet its obligations and to commence operations.
These conditions raise substantial doubt about its ability to continue as a
going concern. Management's plans regarding these matters are also discussed in
Note 2. The financial statements do not include any adjustments which might
result from the outcome of this uncertainty.


Denver, Colorado
March 28, 2002

                                                      /s/ Comiskey & Company
                                                    PROFESSIONAL CORPORATION

                                       1



                         U.S.A. Sunrise Beverages, Inc.
                                  BALANCE SHEET
                                December 31, 2001

<table>

                                                                <c>
     ASSETS

Current assets
     Cash                                                           $        69

                                                                    -----------

     Total current assets                                                    69

     Total assets                                                   $        69
                                                                    ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Accounts payable                                               $    10,754
     Notes payable                                                      176,124
     Notes payable - officers                                            18,282
     Accrued interest                                                    69,747
                                                                      ---------
     Total current liabilities                                          274,907

Stockholders' equity
     Preferred stock, $0.01 par value, 500,000 shares authorized,
      400,000 shares issued and outstanding                               4,000
     Common stock, $0.01 par value, 10,000,000 shares authorized,
      6,152,309 shares issued and outstanding                            61,523
     Additional paid in capital                                       1,721,193
     Deficit accumulated during the development stage                (2,061,554)
                                                                    -----------

     Total stockholders' equity (deficit)                              (274,838)
                                                                    -----------

     Total liabilities and stockholders' equity                     $        69
                                                                    ===========

</table>
    The accompanying notes are an integral part of the financial statements.

                                       2





                         U.S.A. Sunrise Beverages, Inc.
                                STATEMENT OF LOSS
             For the years ended December 31, 2001 and 2000, and for
        the period from inception (August 13, 1990) to December 31, 2001


<table>

                                          <c>             <c>           <c>
                                             Inception to        For the year ended
                                              December 31,           December 31,
                                              2001                 2001           2000
                                              -----------      -----------    -----------

Revenues                                      $   247,066     $        --     $        --

Cost of sales                                     180,668              --           2,767
                                              -----------     -----------     -----------

Gross profit                                       66,398             --          (2,767)

Selling, general and administrative expenses     1,690,762        80,045          84,496
                                               -----------   -----------     -----------

Net loss from operations                       (1,624,364)      (80,045)         (87,263)

Other expense
         Interest expense                        (207,199)      (25,439)         (16,817)
         Loss on disposal of assets                (2,143)            --              --
                                               -----------   -----------     -----------

Net loss before taxes and extraordinary item    (1,833,706)     (105,484)      (104,080)

         Income tax benefit                         24,500            --             --
                                               -----------   -----------     -----------

Net loss before extraordinary item              (1,809,206)    (105,484)       (104,080)

Extraordinary item
         Foreclosure gain, net of tax of $24,500    47,652          --               --
                                               -----------   -----------    -----------

Net loss                                      $(1,761,554)  $  (105,484)    $  (104,080)
                                              ===========   ===========      ===========


Basic net loss per share before
                         extraordinary item   $     (0.42)  $    (0.02)     $     (0.02)
Basic net income from extraordinary item             0.01           --               --
                                               -----------  -----------      -----------
Basic net loss per share                      $     (0.41)  $    (0.02)     $     (0.02)
                                              ===========    ==========      ===========

Weighted average shares outstanding           4,313,071       5,912,309       5,373,583
                                            ===========     ===========     ===========

</table>

    The accompanying notes are an integral part of the financial statements.

                                       3



                         U.S.A. Sunrise Beverages, Inc.
                            STATEMENTS OF CASH FLOWS
             For the years ended December 31, 2001 and 2000, and for
        the period from inception (August 13, 1990) to December 31, 2001


<table>

                                                        <c>             <c>             <c>
                                                           Inception to               Year ended
                                                           December 31,              December 31,
                                                               2001             2001             2000
                                                           -----------      -----------      -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   $(1,761,554)     $  (105,484)     $  (104,080)
Adjustments to reconcile net loss to net cash flows
 from operations
      Depreciation and amortization                             66,672               --               --
      Stock issued for services                                224,498               --               --
      Services provided at no charge to the company            471,229           91,182         (180,000)
      Interest rolled into notes                                12,681               --               --
      Writeoff of formulas and technology                        3,669               --               --
      Gain on foreclosure, before tax effect                   (53,214)              --               --
      Changes in items of working capital:
             Supplies inventory                                     --               --               --
             Accounts payable                                   24,217              290             (248)
             Accrued interest                                   69,746            9,256           16,815
                                                           -----------      -----------      -----------

             Net cash flows from operating activities         (942,056)          (4,756)        (267,513)

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of fixed assets for cash                        (10,140)              --               --
                                                           -----------      -----------      -----------

             Net cash flows from investing activities          (10,140)              --               --

CASH FLOWS FROM FINANCING ACTIVITIES
      Issuance of promissory notes                             522,341               --          354,611
      Notes payable - officer                                  153,438            4,651         (102,994)
      Payments on notes payable                               (109,291)              --           (1,661)
      Common stock                                             385,777               --           14,515
                                                           -----------      -----------      -----------

             Net cash flows from financing activities          952,265            4,651          264,471
                                                           -----------      -----------      -----------

             Net increase (decrease) in cash                        69             (105)          (3,042)

Cash, beginning of period                                           --              174            3,216
                                                           -----------      -----------      -----------

Cash, end of period                                        $        69      $        69      $       174
                                                           ===========      ===========      ===========

</table>


    The accompanying notes are an integral part of the financial statements.

                                       4



                         U.S.A. Sunrise Beverages, Inc.
                        STATEMENT OF STOCKHOLDERS' EQUITY
      For the period from inception (August 13, 1990) to December 31, 2001


<table>

                                     <c>           <c>     <c>           <c>            <c>           <c>            <c>
                                                                                                            Deficit
                                                                                                           Accumulated
                                             Preferred Stock          Common Stock           Additional      in the        Total
                                           Number of             Number of                     Paid-in     Development Stockholders'
                                            Shares       Amount   Shares          Amount       Capital        Stage       Equity
-----------------------------------------------------------------------------------------------------------------------------------

Issuance of stock for cash, August
 `1990, $0.005 per share                                        2,850,000        28,500        65,798                      94,298

Services rendered by a shareholder
at no charge to the company                                                                    20,047                      20,047

Net loss                                                                                                    (20,047)      (20,047)
                                         ----------------------------------------------------------------------------------------

Balance, December 31, 1990                                      2,850,000        28,500        85,845       (20,047)       94,298

Issuance of stock for cash, January
 through November 1991, at an
 average price per share of $0.35                                  64,000           640        21,625                      22,265

Services rendered by shareholder
at no charge to the company                                                                    60,000                      60,000

Net loss                                                                                                    (60,026)      (60,026)
                                         ----------------------------------------------------------------------------------------

Balance, December 31, 1991                                      2,914,000        29,140       167,470       (80,073)      116,537

Services rendered by shareholder
at no charge to the company                                                                    60,000                      60,000

Net loss                                                                                                   (185,756)     (185,756)
                                         ----------------------------------------------------------------------------------------

Balance, December 31, 1992                                      2,914,000        29,140       227,470      (265,829)       (9,219)

Issuance of stock for cash, January
 1993, $2.21 per share                                             89,000           890       195,360                     196,250

Issuance of stock in settlement of
account payable, February 1993,
$0.10 per share                                                   300,000         3,000            --                       3,000

Issuance of stock for assignment
of land option, March, 1993,
 $0.01 per share                                                   10,000           100            --                         100

Issuance of stock for cash, April
 through July 1993, $4.58 per share                                12,000           120        54,880                      55,000

Issuance of stock to acquire formulas
 and brands, $0.01 per share                                      152,600         1,526            --                       1,526

Issuance of stock for cash, August
 through November 1993, $6.33 per
 share                                                              7,670            77        48,442                      48,519

Issuance of stock for cash and
 services rendered, October 1993
 $0.004 per share                                               2,029,239        20,292        13,708                      34,000

Services rendered by shareholders
at no charge to the company                                                                    60,000                      60,000

Net loss                                                                                                   (247,991)     (247,991)
                                         ----------------------------------------------------------------------------------------

Balance, December 31, 1993                                      5,514,509        55,145       599,860      (513,820)      141,185

</table>


    The accompanying notes are an integral part of the financial statements.

                                       5




<table>

                                     <c>           <c>     <c>           <c>            <c>           <c>            <c>
                                                                                                           Deficit
                                                                                                          Accumulated
                                           Preferred Stock          Common Stock           Additional      in the        Total
                                         Number of             Number of                     Paid-in     Development Stockholders'
                                          Shares       Amount   Shares          Amount       Capital        Stage       Equity
----------------------------------------------------------------------------------------------------------------------------------

Issuance of stock for reduction of
 debt, December, 1994, $0.10 per
 share                                                             250,000         2,500        22,500                      25,000

Services rendered by a shareholder
at no charge to the company                                                                     60,000                      60,000

Net loss                                                                                                   (128,049)     (128,049)
                                         -----------------------------------------------------------------------------------------

Balance, December 31, 1994                                       5,764,509        57,645       682,360      (641,869)       98,136

Issuance of stock for debt reduction,
 June 1995, $0.102 per share                                       201,460         2,015        18,579                      20,594

Issuance of stock for financing
 incentives and for services rendered,
 August 1995, $1.00 per share                                       75,000           750        74,250                      75,000

Surrender and cancellation of
 shares, August 1995                                              (729,239)       (7,292)        7,292                          --

Issuance of stock for cash upon
 exercise of warrants, December,
 1995, $0.13 per share                                             101,900         1,019        12,227                      13,246

Services rendered by a shareholder
at no charge to the company                                                                     60,000                      60,000

Net loss                                                                                                   (217,505)     (217,505)
                                         -----------------------------------------------------------------------------------------

Balance, December 31, 1995                                       5,413,630        54,137       854,708      (859,374)       49,471

Issuance of stock for cash and
 services upon exercise of warrants,
 January 1996, $0.30 per share                                      89,422           894        26,088                      26,982

Services rendered by a shareholder
at no charge to the company                                                                     60,000                      60,000

Net loss                                                                                                   (322,213)     (322,213)
                                         -----------------------------------------------------------------------------------------

Balance, December 31, 1996                                       5,503,052        55,031       940,796    (1,181,587)     (185,760)

Exchange of common stock for
 preferred stock                         400,000        4,000   (1,800,000)      (18,000)       14,000                          --

Services rendered by a shareholder
at no charge to the company                                                                     60,000                      60,000

Dividend on preferred stock                                                                                  (60,000)      (60,000)

Net loss                                                                                                   (175,299)     (175,299)
                                         -----------------------------------------------------------------------------------------

Balance, December 31, 1997               400,000        4,000    3,703,052        37,031     1,014,796    (1,416,886)     (361,059)

</table>



    The accompanying notes are an integral part of the financial statements.

                                       6




<table>

                                     <c>           <c>     <c>           <c>            <c>           <c>            <c>
                                                                                                            Deficit
                                                                                                           Accumulated
                                            Preferred Stock          Common Stock           Additional      in the        Total
                                          Number of             Number of                     Paid-in     Development Stockholders'
                                           Shares       Amount   Shares          Amount       Capital        Stage       Equity
----------------------------------------------------------------------------------------------------------------------------------

Issuance of stock for debt reduction,
May, 1999, $0.50 per share                                          46,948           469        23,005                      23,474

Services rendered by a shareholder
at no charge to the company                                                                     60,000                      60,000

Dividend on preferred stock                                                                                  (60,000)      (60,000)

Net loss                                                                                                     (88,558)      (88,558)
                                         -----------------------------------------------------------------------------------------

Balance, December 31, 1998               400,000        4,000    3,750,000        37,500     1,097,801    (1,565,444)     (426,143)

Issuance of stock for debt reduction
and services performed,
September, 2000, $0.01 per share                                   710,809         7,108                                     7,108

Services rendered by a shareholder
at no charge to the company                                                                     60,000                      60,000

Dividend on preferred stock                                                                                  (60,000)      (60,000)

Net loss                                                                                                    (106,546)     (106,546)
                                         -----------------------------------------------------------------------------------------

Balance, December 31, 1999               400,000        4,000    4,460,809        44,608     1,157,801    (1,731,990)     (525,581)


Issuance of stock for debt reduction
and services performed,
March, 2000, $0.25 per share                                     1,186,500         11,865      284,760                      296,625

Issuance of stock for debt reduction
and services performed,
March, 2000, $0.50 per share                                        25,000           250        12,250                      12,500

Issuance of stock for debt reduction
and services performed,
December, 2000, $0.25 per share                                    240,000         2,400        57,600                      60,000

Services rendered by a shareholder
at no charge to the company                                                                     60,000                      60,000

Dividend on preferred stock                                                                                  (60,000)      (60,000)

Net loss                                                                                                    (104,080)     (104,080)
                                         -----------------------------------------------------------------------------------------

Balance, December 31, 2000               400,000        4,000    5,912,309        59,123     1,572,411    (1,896,070)     (260,536)

Services rendered by a shareholder
At no charge to the Company                                                                     31,182                      31,182

Issuance of stock in satisfaction
of accrued dividends
December, 2001, $0.25 per share                                    240,000         2,400        57,600                      60,000

Services rendered by a shareholder
at no charge to the company                                                                     60,000                      60,000

Dividend on preferred stock                                                                                  (60,000)      (60,000)

Net loss                                                                                                    (105,484)     (105,484)
                                         -----------------------------------------------------------------------------------------

Balance, December 31, 2001               400,000        4,000    6,152,309        61,523     1,721,193    (2,061,554)     (274,838)

</table>
    The accompanying notes are an integral part of the financial statements.

                                       7



                         U.S.A. Sunrise Beverages, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000


1.   Summary of Significant Accounting Policies

     Description of Business

     U.S.A. Sunrise Beverages, Inc. (the "Company") was incorporated under the
     laws of the State of South Dakota August 13, 1990. The Company intends to
     produce and distribute mineral water and soft drink products. From 1991 to
     1993, the Company engaged in the test marketing of its papaya soft drink
     product in several states, and ceased production and sales in 1993 due to
     lack of financing. Since 1993, the Company has entered into various
     agreements for the distribution of beverages and bottled water, but due
     to lack of financing, has not been able to achieve production, and these
     agreements have since expired.

     Going Concern

     As more fully discussed in Note 2, the accompanying financial statements
     have been prepared assuming the Company will continue as a going concern.
     As described elsewhere, due to deficiencies in working capital resulting
     from operating losses sustained since inception, there exists substantial
     doubt about the Company's ability to continue as a going concern.

     Accounting Method

     The Company records income and expense on the accrual method.

     Loss per Share

     Loss per share has been computed using the weighted average number of
     shares outstanding. Common stock equivalents, consisting of a convertible
     note held by the company's president, are considered antidilutive for
     purposes of loss per share calculations.

     Non-cash Equity Transactions

     From time to time, the Company issues stock in exchange for services, in
     satisfaction of obligations previously incurred, or for other non-cash
     consideration. The shares are generally recorded at the fair market value
     of the consideration received.

     Services rendered at no charge to the Company by its founding shareholders
     are recorded at their estimated fair value as a charge to income and an
     increase in paid-in capital for the year in which the services are
     rendered.

     Use of Estimates

     The preparation of the Company's financial statements in conformity with
     generally accepted accounting principles requires the Company's management
     to make estimates and assumptions that affect the amounts reported in these
     financial statements and accompanying notes. Actual results could differ
     from those estimates.

2.   Going Concern

     The Company's financial statements have been prepared assuming the
     Company will continue as a going concern; however, there exists
     substantial doubt about the Company's ability to continue as a going
     concern.

     Liabilities of $274,907 exceed assets of $69 by $274,838 at December 31,
     2001. The Company has had no significant cash flows from operations to date
     and must obtain additional funding to meet its obligations and to implement
     its business plan. There can be no guarantee that such financing can be
     obtained and that the Company will have sufficient resources to pursue its
     business plan.

                                       8



                         U.S.A. Sunrise Beverages, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

2.   Going Concern (continued)

     Management may seek out and pursue a business combination with one or
     more existing private business enterprises that might have a desire to
     take advantage or the Company's status as a public corporation.
     Management does not intend to target any particular industry but, rather,
     intentds to judge any opportunity on its individual merits.

     Until such time as funding can be achieved, the Company will continue to
     rely upon capital advances from its president, who continues to operate
     the Company for nominal consideration.


3.   Notes Payable

     Notes payable consist of the following:

     7% note payable to the Company's president,  due on
     demand and payable, at the option of the president, in
     shares of the Company's common stock                          $ 18,282


     Note payable to a stockholder, currently in default and
     subject to a June, 1997 judgment for $72,564 plus
     interest at 5%                                                  72,564

     10% unsecured note payable to a stockholder,
     principal and interest due February 1996                        50,000

     Non-interest bearing obligation payable to a
     former distributor, originally due April, 1992                  22,500

     12% unsecured demand notes payable to a stockholder             31,060
                                                                   --------

                                                                   $194,406
                                                                   --------

    The note payable to the Company's president is pursuant to a loan agreement
    whereby the president periodically pays expenses on behalf of the Company,
    or advances money to the Company for the Company to pay its expenses. The
    note bears interest at 10% and is calculated each December 31 to include
    all amounts due, including interest accrued at 10%, through December 31.
    Interest expense for 2001 and 2000 under this note totaled $1,280 and
    $8,532, respectively.

                                       9



                         U.S.A. Sunrise Beverages, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

3.   Notes Payable (continued)

    The judgment payable to a stockholder is the result of the Company being
    unable to comply with the payment terms of a note payable, issued to a
    shareholder, that was originally due in July 1995. The judgment payment was
    due by June 1, 1998. The Company's president agreed to guarantee this debt
    in the event that the Company did not pay the judgment amount by the June
    1, 1998 due date.

    The non-interest bearing debt was originally due in April 1992. The
    agreement incurring the debt provides that, in the event the Company fails
    to make payments required by the agreement, the Company and the other party
    to the agreement will share equally all costs and profits from marketing
    the Company's product in Florida until such time that the other party has
    received all funds due under the agreement.

4.   Stockholders' Equity

     Rights and provisions of outstanding shares Each share of the Company's
     common stock entitles the holder to one vote per share. Each share of the
     preferred stock entitles the holder to ten votes per share.

    The preferred stock provides for an annual dividend of 5% of its $3.00
    stated value. The preferred stock dividend is cumulative and is to be paid
    annually at the end of the Company's fiscal year. The holders of the
    preferred stock may elect to take their dividend in either cash or common
    stock. If the holder elects to take the dividend in stock, the per share
    price of the common stock is either $1.50 per share or 50% of the last
    transaction price which occurred in the month prior to the preferred stock
    dividend declaration. At December 31, 2000, a total of $180,000 in
    cumulative preferred dividends had accrued, and none had been paid.

     Stock split

     In February, 1993, the Company underwent a 1 for 2 reverse split of its
     then outstanding common stock. All share and per share amounts have been
     restated to reflect the split retroactively to inception.

     Cascada agreement

     In July 1993, the Company issued a total of 152,600 shares of common stock
     pursuant to a ten year technology agreement with Embotteladora La Cascada
     Ltda. ("Cascada") for the distribution of soft drinks. No activity took
     place under the agreement, which has since been voided.

                                       10



                         U.S.A. Sunrise Beverages, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

4.   Stockholders' Equity (continued)

     Shares issued and surrendered

    In October 1993, the Company issued, in connection with a proposed private
    placement of common stock, 2,029,239 shares of common stock for cash and
    services valued at $34,000, or $0.017 per share. In August, 1995, by mutual
    agreement of the Company and the shareholder, 729,239 of these shares were
    returned to the Company for cancellation.

     Warrant exercise

     In April 1994, the Company issued warrants for the purchase of up to
     172,960 shares of common stock at an exercise price of $3.00 per share to
     all shareholders of record as of December 31, 1993. In December 1995,
     management reduced the exercise price of the warrants, resulting in
     additional sales of common stock in 1995 and 1996 for which the company
     received a total of $40,228 in cash proceeds. All unexercised warrants
     expired by their terms on January 15, 1996. As of December 31, 2001, no
     warrants were outstanding.

     Stock distributed to investors

    In August 1995, the Company issued 9,000 shares of stock to certain common
    shareholders as compensation for delays related to the planned registration
    of the Company's securities. For financial reporting purposes, these shares
    have been valued at $1.00 per share. In addition, the Company issued 66,000
    shares of its common stock to two creditors as compensation for delays in
    the repayment of note obligations totaling $50,000, as well as in
    consideration for services rendered to the company. These shares have been
    valued at $1.00 per share.

     Common shares exchanged for preferred shares

     During 1997, family members of the Company's president exchanged 1.8
     million shares of common stock for 400,000 shares of preferred stock.

     Services rendered at no charge to the Company

    Since inception, the Company has had limited capitalization, and
    consequently, its founding shareholders, primarily its president, have paid
    expenses and rendered services on behalf of the Company for no
    consideration. Management has estimated the fair value of the services
    rendered by its founding shareholders to be $60,000 per year, and has
    recorded paid-in capital of $680,047 since inception for these services.

  On March 31, 2000, the company issued 1,211,500 shares of common stock, of
  which 466,500 were issued to the Company's president, 720,000 to holders of
  preferred stock and 25,000 were issued to an outside consultant.  The 466,500
  and 720,000 shares were issued by the Company under Rule 144 in satisfaction
  of cumulative Preferred Stock dividends payable and recapitalization of
  amounts previously advanced to the Company in the form of loans.  In
  accordance with the preferred stock designation, the shares were issued at
  $0.25 per share, which was 50% of the most recent transaction price for the
  shares.  As a result the Company paid $180,000 on dividends and $116,626 on
  related party recapitalization.  Consequently the Current Liabilities were
  reduced in the total amount of $296,626.  The balance of 25,000 shares of
  common stock was issued at a price of $0.50 per share, and relates to legal
  and consultant services.

  On December 31, 2000, the company issued 240,000 shares of common stock in
  satisfaction of dividends payable of $60,000, issued to the preferred
  shareholders. In accordance with the preferred stock designation, the shares
  were issued at $0.25 per share.


                                      11



                         U.S.A. Sunrise Beverages, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                    December 31, 2001 and 2000


4    Stockholders' Equity (continued)
     Services Rendered at No Charge to the Company (continued)
     On December 31, 2001, the Company issued 240,000 shares of common stock
     in satisfaction of dividends payable of $60,000, issued to the preferred
     shareholders. In accordance with the preferred stock designation, the
     shares were issued at $0.25 per share.

5.   Foreclosure gain

   On August 18, 1998, the Company surrendered its investment in a warehouse
   and all improvements pursuant to a foreclosure on the building for
   non-payment of the associated mortgage loan with unpaid principal and
   interest of $310,352. The Company's undepreciated basis in the building at
   the time of foreclosure was $238,200. The accompanying financial statements
   include an extraordinary item for gain on the foreclosure of $47,652, net
   of income tax effect of $24,500.

6.   Related Party Transactions

   During 1997, family members of the Company's president exchanged 1.8
   million Common Shares for 400,000 Preferred Shares. The Barrientos family
   members exchanged their shares of common stock for preferred shares in a
   restructuring of the Company's stock. The stock restructuring was in
   connection with the Company's contemplated, but not consummated private
   placement offering.

7.   Income Taxes

   The Company has approximately $1,200,000 in net operating loss
   carryforwards available to reduce federal taxable income in future periods
   ranging from 2006 to 2021. The tax effect of these losses has been
   offset by a full valuation allowance.


                                   12



                         U.S.A. Sunrise Beverages, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2001 and 2000


8.   Supplemental disclosure of non-cash investing and financing activities and
     other cash information


<table>

                                         <c>        <c>             <c>
                                            Inception     Year ended       Year ended
                                             To date    Dec. 31, 2001    Dec. 31, 2000
                                            ---------   -------------    -------------

Stock issued for formulas and technology       1,526           --               --
Debt issued for territories                  130,000           --               --
Stock issued for assets                        5,461           --               --
Debt issued in purchase of building          285,000           --               --
Stock issued for reduction of notes           89,283           --           12,115
Cash paid for interest                            --           --               --
Cash paid for income taxes                        --           --               --

</table>


                                       13