FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

(Mark One)

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


          For the quarterly period ended March 31, 2001
                                         --------------

                                       OR

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


         For the transition period from ____________ to _______________

                           Commission File No. 0-25217

                             PEOPLES BANKCORP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         New York                                             16-1560886
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

825 State Street
Ogdensburg, New York                                                13669
--------------------------------------------------------------------------------
(Address of principal                                               (Zip Code)
executive office)

         Issuer's telephone number, including area code: (315) 393-4340
                                                               ---------

Check  whether  the issuer  (1) has 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 [ ]

As of  May  11,  2001,  the  latest  practicable  date,  132,390  shares  of the
registrant's   common  stock,   $.01  par  value  per  share,  were  issued  and
outstanding.

Transitional small business disclosure format (check one):

Yes [ ]                                             No [ ]


<PAGE>



                          PART I. FINANCIAL STATEMENTS

Item 1.   Financial Statements

         Consolidated  Statements  of Financial  Condition as of
         March 31, 2001  (unaudited)  and December 31, 2000....................3

         Consolidated  Statements  of Income for the Three  Months
         Ended March 31, 2001 and 2000 (unaudited).............................4

         Consolidated  Statements  of Cash Flows for the Three
         Months Ended March 31, 2001 and 2000 (unaudited)......................5

         Notes to Consolidated Financial Statements............................7


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


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings....................................................11
Item 2.  Changes in Securities and Use of Proceeds............................11
Item 3.  Defaults Upon Senior Securities......................................11
Item 4.  Submission of Matters to a Vote of Security Holders..................11
Item 5.  Other Information....................................................11
Item 6.  Exhibits and Reports on Form 8-K.....................................11


                                   SIGNATURES


                                       2
<PAGE>


                           PART I FINANCIAL STATEMENTS

                             PEOPLES BANKCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      MARCH 31, 2001 AND DECEMBER 31, 2000
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                          March 31,       December 31,
                         ASSETS                                                              2001            2000
                                                                                        -------------     ------------
                                                                                                          (Audited)
<S>                                                                                     <C>               <C>
Cash and Cash Equivalents:
     Cash and due from banks                                                            $     925         $     605
     Interest-bearing deposits in other banks                                               1,962               204
                                                                                        ---------         ---------
         Total cash and cash equivalents                                                    2,887               809

Securities available-for-sale - at fair value                                               2,955             1,017
Securities held-to-maturity (fair value of $3,640 (unaudited)
    at March 31, 2001 and $4,192 at December 31, 2000)                                      3,564             4,126
Loans, net of deferred fees                                                                20,502            20,688
         Less allowance for loan losses                                                       176               176
                                                                                        ---------         ---------
                  Net loans                                                                20,326            20,512

Premises and equipment, net                                                                   437               444
Federal Home Loan Bank stock, at cost-required by law                                         162               155
Accrued interest receivable                                                                   171               179
Other assets                                                                                   52                19
                                                                                        ---------         ---------
TOTAL ASSETS                                                                            $  30,554         $  27,261
                                                                                        =========         =========

                  LIABILITIES AND EQUITY

Liabilities:
     Deposits:
     Demand accounts - non-interest bearing                                             $     754         $     813
     Savings and club accounts - interest bearing                                           3,088             2,930
     Time certificates - interest bearing                                                  18,664            18,075
     NOW and money market accounts - interest bearing                                       2,826             1,927
                                                                                        ---------         ---------
                  Total deposits                                                           25,332            23,745
                                                                                        ---------         ---------

Borrowed money                                                                              2,000               500
Advance payments by borrowers for property taxes and insurance                                  2                 2
Other liabilities                                                                             252                86
                                                                                        ---------         ---------
                  Total liabilities                                                        27,586            24,333
                                                                                        ---------         ---------

Commitments and contingencies

Stockholders' Equity:
     Preferred stock $.01 par value per share, 500,000 shares authorized,
        no shares issued or outstanding                                                        --                --
     Common stock of $.01 par value, 3,000,000
       shares authorized, 132,390 shares issued and
       outstanding at March 31, 2001 and December 31, 2000                                      1                 1
     Additional paid-in capital                                                             1,003             1,003
     Retained earnings - substantially restricted                                           2,076             2,036
     Accumulated other comprehensive income                                                    --                --
     Loan to employee stock ownership plan                                                    (86)              (86)
     Common stock in treasury, at cost (2,000 shares)                                         (26)              (26)
                                                                                        ---------         ---------
                  Total stockholders' equity                                                2,968         $   2,928
                                                                                        ---------         ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $  30,554         $  27,261
                                                                                        =========         =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                             PEOPLES BANKCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        March 31,
                                                                                -------------------------
                                                                                  2001             2000
                                                                                --------         --------
                                                                                        (In thousands)
<S>                                                                             <C>              <C>
Interest income
  Loans                                                                         $    421         $     413
  Securities                                                                         110                65
  Other short-term investments                                                        17                20
                                                                                --------         ---------
         Total interest income                                                       548               498
                                                                                --------         ---------

Interest expense:
  Deposits                                                                           312               257
  Borrowings                                                                          18                20
                                                                                --------         ---------
         Total interest expense                                                      330               277
                                                                                --------         ---------

         Net interest income                                                         218               221

Provision for loan losses                                                              6                 8
                                                                                --------         ---------

         Net interest income after provision for loan losses                         212               213
                                                                                --------         ---------

Non-interest income:
  Service charges                                                                     10                 8
  Other                                                                                2                 2
                                                                                --------         ---------
         Total non-interest income                                                    12                10
                                                                                --------         ---------

Non-interest expense:
  Salaries and employee benefits                                                      84                76
  Director fees                                                                       13                12
  Building, occupancy and equipment                                                   16                15
  Data processing                                                                      9                 9
  Postage and supplies                                                                10                 6
  Deposit insurance premium                                                            1                 1
  Insurance                                                                            3                 5
  Other                                                                               27                32
                                                                                --------         ---------
         Total non-interest expense                                                  163               156
                                                                                --------         ---------

         Income before income tax expense                                             61                67

Income tax expense                                                                    21                24
                                                                                --------         ---------

         Net income                                                             $     40         $      43
                                                                                ========         =========

Earnings per share
  Basic                                                                         $    .30         $     .32
  Diluted                                                                       $    .29         $     .32
  Weighted average shares outstanding                                                132               134
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                             PEOPLES BANKCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        March 31,
                                                                                -------------------------
                                                                                  2001             2000
                                                                                --------         --------
                                                                                        (In thousands)
<S>                                                                             <C>              <C>
Cash flows from operating activities:
  Net income                                                                    $     40         $      43
  Adjustment to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                                                     7                 7
     Decrease in accrued interest receivable                                           8                19
     Provision for loan losses                                                         6                 8
     Net amortization (accretion) of premium/discounts                               (58)               --
     Increase in other liabilities                                                   166                40
     (Increase) decrease in other assets                                             (33)              (11)
                                                                                --------         ---------
         Net cash provided by operating activities                                   136               106
                                                                                --------         ---------

Cash flows from investing activities:
  Net (increase) decrease in loans                                                   180               327
  Purchases of securities available-for-sale                                      (1,996)               --
  Proceeds from maturities and principal reductions
    of securities available-for-sale                                                  96                --
  Purchases of securities held-to-maturity                                            --                --
  Proceeds from maturities and principal reductions
    of securities held-to-maturity                                                   582                34
  Purchase of FHLB stock                                                              (7)              (16)
  Purchase of fixed assets                                                            --                --
                                                                                --------         ---------
         Net cash provided (used) by investing activities                         (1,145)              345
                                                                                --------         ---------

Cash flows from financing activities:
  Increase in deposits                                                             1,587               414
  Borrowings from FHLB                                                             2,000                --
  Repayments to FHLB                                                                (500)             (500)
  Loan payment received from Employee Stock Ownership Plan                            --                --
  Decrease in advance payments from borrowers for
    property taxes and insurance                                                      --                --
  Cash dividends paid on common stock                                                 --                --
  Payments to acquire treasury stock                                                  --                --
                                                                                --------         ---------

         Net cash provided (used) by financing activities                          3,087               (86)

Net increase in cash and cash equivalents                                          2,078               365
Cash and cash equivalents at beginning of period                                     809             1,457
                                                                                --------         ---------
Cash and cash equivalents at end of period                                      $  2,887         $   1,822
                                                                                ========         =========
</TABLE>



                                       5
<PAGE>


                             PEOPLES BANKCORP, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                            March 31,
                                                                                -------------------------
                                                                                  2001             2000
                                                                                --------         --------
                                                                                      (In thousands)
<S>                                                                             <C>              <C>
Supplemental Disclosure of Cash Flow Information:
  Non-cash investing activities:
     Loans transferred to real estate owned through foreclosure                 $     --         $      --

  Cash paid during the period for:
     Interest                                                                        318               281
     Income taxes                                                                      4                11
                                                                                ========         =========

</TABLE>

                                       6
<PAGE>

                             PEOPLES BANKCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               For the three months ended March 31, 2001 and 2000


NOTE 1 - PEOPLES BANKCORP, INC.
------------------------------

Peoples  Bankcorp,  Inc. (the "Company") was incorporated  under the laws of the
State of New York for the purpose of becoming the holding  company of Ogdensburg
Federal Savings and Loan Association (the  "Association") in connection with the
Association's  conversion  from a federally  chartered  mutual  savings and loan
association to a federally chartered capital stock savings and loan association.
On November  22,  1998,  the Company  commenced a  subscription  offering of its
shares in connection with the Association's  conversion.  The Company's offering
and the Association's conversion closed on December 28, 1998. A total of 134,390
shares were sold at $10.00 per share.

NOTE 2 - BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
--------------------------------------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with the  instructions  to Form  10-QSB and on the same  basis as the  Company's
audited  financial  statements.  In the opinion of management,  all adjustments,
consisting  of normal  recurring  accruals,  necessary  to  present  fairly  the
financial  position,  results  of  operations,  and cash  flows for the  interim
periods presented have been included. The results of operations for such interim
periods are not  necessarily  indicative  of the results  expected  for the full
year.

NOTE 3 - PLAN OF CONVERSION
---------------------------

On July 23, 1998, the Association's  Board of Directors formally approved a plan
("Plan")  to  convert  from  a  federally  chartered  mutual  savings  and  loan
association to a federally  chartered stock savings and loan association subject
to approval by the Association's  members and the Office of Thrift  Supervision.
The Plan called for the common stock of the  Association  to be purchased by the
Company and the common stock of the Company to be offered to various  parties in
a subscription  offering at a price based upon an  independent  appraisal of the
Association.  All requisite  approvals  were obtained and the conversion and the
Company's offering were consummated effective December 28, 1998.

Upon consummation of the conversion,  the Association  established a liquidation
account in an amount equal to its  retained  earnings as reflected in the latest
statement of financial  condition used in the final conversion  prospectus.  The
liquidation  account will be maintained for the benefit of certain depositors of
the  Association  who  continue  to  maintain  their  deposit  accounts  in  the
Association  after  conversion.  In the event of a complete  liquidation  of the
Association, such depositors will be entitled to receive a distribution from the
liquidation  account  before  any  liquidation  may be made with  respect to the
common stock.


                                       7
<PAGE>



                             PEOPLES BANKCORP, INC.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


The Company's assets consist  primarily of its ownership of the Association.  As
such, the following discussion relates primarily to the Association's  financial
condition and results of  operations.  The  Association's  results of operations
depend  primarily  on net  interest  income,  which  is  determined  by (i)  the
difference between rates of interest it earns on its interest-earning assets and
the rates it pays on interest-bearing  liabilities  (interest rate spread),  and
(ii) the  relative  amounts  of  interest-earning  assets  and  interest-bearing
liabilities.

The  Association's  results of  operations  are also  affected  by  non-interest
expense, including primarily compensation and employee benefits, federal deposit
insurance  premiums and office  occupancy costs.  The  Association's  results of
operations  also  are  affected   significantly  by  general  and  economic  and
competitive   conditions,   particularly   changes  in  market  interest  rates,
government  policies  and actions of  regulatory  authorities,  all of which are
beyond its control.

FORWARD-LOOKING STATEMENTS

In addition to historical information contained herein, the following discussion
contains  forward-looking  statements  that  involve  risks  and  uncertainties.
Economic  circumstances,  the  Company's  operations  and the  Company's  actual
results could differ  significantly from those discussed in the  forward-looking
statements.  Some  of the  factors  that  could  cause  or  contribute  to  such
differences  are  discussed  herein but also include  changes in the economy and
interest rates in the nation and the Company's  market area  generally.  Some of
the  forward-looking  statements  included  herein are the statements  regarding
management's  determination  of the amount and  adequacy  of the  allowance  for
losses on loans and the effect of certain recent accounting pronouncements.

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2001 AND DECEMBER 31, 2000

Total assets at March 31, 2001 amounted to $30.6  million,  a $3.3  million,  or
12.08%,  increase from December 31, 2000's level of $27.3 million.  The increase
in  total  assets  was  centered  in a $2.1  million  increase  in cash and cash
equivalents  and a $1.9 million  increase in securities  classified as available
for sale.  These  increases  were  funded  by a  combination  of a $1.5  million
increase in FHLB advances and a $1.6 million  increase in total  deposits  along
with a $562,000 reduction in securities held to maturity. Net loans at March 31,
2001 amounted to $20.3 million  which  represented  as decrease of $186,000 from
$20.5  million  at  December  31,  2000.  Total  liabilities  at March 31,  2001
increased from $24.3 million at December 31, 2000, to $27.6 million at March 31,
2001.  Deposits,  which comprise the majority of total liabilities,  amounted to
$25.3  million at March 31, 2001, up from $23.7 million at December 31, 2000 for
an increase of $1.6  million,  or 6.68%,  with  increases in all  categories  of
deposits other than demand  deposits.  Total  stockholders'  equity at March 31,
2001  amounted to $3.0  million as compared to $2.9 million at December 31, 2000
with the $40,000  increase  attributable  to the  retention of earnings from the
period.  At March 31, 2001 the Association was in compliance with all applicable
regulatory  capital  requirements  with total core and tangible capital of $2.63
million  (8.63% of adjusted total assets) and total  risk-based  capital of $2.7
million (18.4%) of risk weighted assets).

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

NET INCOME.  Net income for the three  months  ended March 31, 2001  amounted to
$40,000 as compared to $43,000 for the three months  ended March 31,  2000.  The
$3,000 or 6.98% decrease was due to the combined effects of a $7,000 increase in
non-interest  expenses and a $3,000 decrease in net interest  income,  partially
offset by a $3,000  decrease in income tax  expense,  a $2,000  reduction in the
provision for loan losses and a $2,000 increase in non-interest income.

NET  INTEREST  INCOME.  Net interest  income  before  provision  for loan losses
decreased by $3,000,  or 1.36%,  from  $221,000 for the three months ended March
31, 2000 to $218,000 for the three months ended March 31, 2001.  The decrease in
net interest income was primarily due to a $53,000  increase in interest expense
as  compared  to the three  months  ended  March 31,  2000,  offset by a $50,000
increase in total interest income. The increase in interest expense was due to a
$55,000  increase in interest on deposits  which  reflected  the increase in the
average balance of interest-bearing deposits during the first quarter of 2001 as
compared  to the same  period in 2000.  The  increase  in


                                       8
<PAGE>


interest  income was  primarily  due to a $45,000  increase in interest from the
securities portfolio due to the purchase of two GNMA securities.

PROVISION  FOR LOAN  LOSSES.  For the three  months  ended March 31,  2001,  the
Company  made a $6,000  provision  for loan losses as compared to a provision of
$8,000 or the same period in 2000.  The lower  provision in 2001  reflected  the
level of charge-offs during that period.

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,  the  volume and type of  lending  conducted  by the
Association,  the status of past due  principal and interest  payments,  general
economic conditions, particularly as such conditions relate to the Association's
market  area,  and  other  factors   related  to  the   collectibility   of  the
Association's  loan  portfolio.  There  can be no  assurance  that the loan loss
allowance of the Association  will be adequate to cover losses on  nonperforming
assets in the future.

NON-INTEREST  INCOME.  Non-interest  income for the three months ended March 31,
2001 amounted to $12,000 as compared to $10,000 for the three months ended March
31, 2000 with the increase attributable to increased service charges.

NON-INTEREST  EXPENSES.  Non-interest  expenses  for the first  quarter  of 2001
totaled  $163,000,  up from  $156,000  for the  first  quarter  of 2000 with the
increase  primarily due to an $8,000 increase in salaries and employee  benefits
and a $4,000  increase in postage  and  supplies,  partially  offset by a $5,000
decrease in miscellaneous expenses.

INCOME TAX EXPENSE. Income tax expense for the three months ended March 31, 2001
amounted to  $21,000,  a $3,000  decrease  from the same period in 2000 with the
decrease  primarily  attributable to a decrease in pre-tax income. The Company's
effective tax rates for the respective periods were 34.43% and 35.82%.

LIQUIDITY AND CAPITAL RESOURCES

The Association is required to maintain levels of liquid assets  consistent with
its safe and  sound  operation.  The  Association  believes  its level of liquid
assets are sufficient for its needs.

The Association's primary sources of funds are deposits,  repayment of loans and
mortgage-backed  securities,  maturities  of  investments  and  interest-bearing
deposits, funds provided from operations. The Association is also able to obtain
advances from the Federal Home Loan Bank of New York. While scheduled repayments
of loans and mortgage-backed  securities and maturities of investment securities
are predicable sources of funds,  deposit flows and loan prepayments are greatly
influenced  by the general  level of interest  rates,  economic  conditions  and
competition.  The Association uses its liquidity  resources  principally to fund
existing and future loan commitments,  to fund maturing  certificates of deposit
and demand deposit withdrawals,  to invest in other interest-earning  assets, to
maintain liquidity, and to meet operating expenses.

FINANCIAL MODERNIZATION LEGISLATION

On November 12, 1999,  President  Clinton signed  legislation which could have a
far-reaching impact on the financial services industry.  The  Gramm-Leach-Bliley
("G-L-B") Act authorizes affiliations between banking,  securities and insurance
firms and  authorizes  bank holding  companies and national banks to engage in a
variety  of new  financial  activities.  Among the new  activities  that will be
permitted to bank holding  companies are  securities  and  insurance  brokerage,
securities underwriting,  insurance underwriting and merchant banking. The Board
of Governors of the Federal  Reserve System (the "Federal  Reserve  Board"),  in
consultation  with  the  Secretary  of  the  Treasury,  may  approve  additional
financial activities.  The G-L-B Act, however,  prohibits future acquisitions of
existing unitary savings and loan holding companies,  like the Company, by firms
which are engaged in commercial activities and limits the permissible activities
of unitary holding companies formed after May 4, 1999.

The G-L-B Act imposes new requirements on financial institutions with respect to
customer  privacy.  The G-L-B Act  generally  prohibits  disclosure  of customer
information to  non-affiliated  third parties unless the customer has been given
the  opportunity  to object and has not objected to such  disclosure.  Financial
institutions  are  further  required  to  disclose  their  privacy  policies  to
customers annually. Financial institutions,  however, will be required to comply
with state law if it is more protective of customer  privacy than the G-L-B Act.
The G-L-B Act directs the


                                       9
<PAGE>


federal  banking  agencies,  the  National  Credit  Union  Administration,   the
Secretary  of the  Treasury,  the  Securities  and Exchange  Commission  and the
Federal Trade Commission,  after  consultation with the National  Association of
Insurance  Commissioners,  to  promulgate  implementing  regulations  within six
months of enactment.  The privacy  provisions  will become  effective six months
thereafter.

The G-L-B Act contains  significant  revisions to the FHLB System. The G-L-B Act
imposes new capital  requirements  on the FHLBs and authorizes them to issue two
classes of stock with differing dividend rates and redemption requirements.  The
G-L-B Act deletes the current  requirement  that the FHLBs  annually  contribute
$300 million to pay interest on certain government obligations in favor of a 20%
of net  earnings  formula.  The G-L-B Act expands the  permissible  uses of FHLB
advances by community  financial  institutions (under $500 million in assets) to
include   funding   loans  to  small   businesses,   small   farms   and   small
agri-businesses.  The G-L-B  Act  makes  membership  in the FHLB  voluntary  for
federal savings associations.

The G-L-B Act  contains a variety of other  provisions  including a  prohibition
against ATM surcharges unless the customer has first been provided notice of the
imposition  and  amount of the fee.  The  G-L-B Act  reduces  the  frequency  of
Community  Reinvestment Act  examinations  for smaller  institutions and imposes
certain reporting requirements on depository  institutions that make payments to
non-governmental entities in connection with the Community Reinvestment Act. The
G-L-B Act eliminates the SAIF special  reserve and authorizes a federal  savings
association that converts to a national or state bank charter to continue to use
the term "federal" in its name and to retain any interstate branches.

The Company is unable to predict  the impact of the G-L-B Act on its  operations
at this time.  Although the G-L-B Act reduces the range of companies  with which
the Company may affiliate,  it may facilitate affiliations with companies in the
financial services industry.



                                       10
<PAGE>

                             PEOPLES BANKCORP, INC.


                                     PART II


ITEM 1.  Legal Proceedings
         -----------------

         None.

ITEM 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------

         Not applicable

ITEM 3.  Defaults Upon Senior Securities
         -------------------------------

         Not applicable

ITEM 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         None.

ITEM 5.  Other Information
         -----------------

         None.

ITEM 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         Reports on Form 8-K:  None.





                                       11
<PAGE>


                             PEOPLES BANKCORP, INC.

                                   SIGNATURES


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




Date: May 14, 2001              By: /s/ Robert E. Wilson
                                    --------------------------------------------
                                    Robert E. Wilson
                                    President and Chief
                                    Executive Officer
                                    (Duly Authorized and Principal
                                    Executive, Accounting and Financial Officer)



                                       12