14

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB




[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  for  the  quarterly  period  ended  March  31,  2001

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  for  the  transition  period  from  _______  to  _______

COMMISSION FILE NUMBER 000-29865
--------------------------------

                                 CATHAYONE, INC.
                                 ---------------
        (Exact name of small business issuer as specified in its charter)


          Delaware                                   13-4140336
          --------                                   ----------
(State or other jurisdiction of                     (IRS Employer identification
No.)
incorporation or organization)


                    2100 Pinto Lane, Las Vegas, Nevada 89106
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (702) 378-6864
                                 --------------
                           (Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section13
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 [  ]

Number of shares of common stock outstanding as of
May 18, 2001: 29,689,158









                        CATHAYONE, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

PART I - FINANCIAL INFORMATION (Post Re-Capitalization - See Notes)
-------------------------------------------------------------------
PAGE NO.
--------
Item 1.     Financial Statements
          Consolidated Balance Sheets as of March 31, 2001(unaudited)          3
          Consolidated Statements of Operations for the
           Three months ended March 31, 2001 and since inception               4
          Consolidated Statements of Cash Flows for the
           three months ended March 31, 2000                                 5-6
          Notes to Consolidated Financial Statements                         7-8

Item 2.     Management's Discussion and Analysis
9-12


PART II - OTHER INFORMATION
---------------------------
Item 1.     Legal Proceedings                                                 13

Item 2.     Changes in Securities and Use of Proceeds                         13

Item 3.     Defaults Upon Senior Securities                                   13

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

Item 5.     Other Information                                                 13

Item 6.     Exhibits and Reports on Form 8-K                                  13

SIGNATURES                                                                    14
















ITEM 1.     FINANCIAL STATEMENTS
<TABLE>
<CAPTION>


                                   CATHAYONE, INC. & SUBSIDIARIES
                                   (A DEVELOPMENT STAGE COMPANY)
                                    CONSOLIDATED BALANCE SHEETS
                         AT MARCH 31, 2001 (UNAUDITED) AND DECEMBER 31, 2000


                                               ASSETS
                                               ------
<S>                                                                <C>               <C>
                                                                     (Unaudited)
CURRENT ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . .  March 31, 2001    Dec 31, 2000
-----------------------------------------------------------------
  Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . .  $           573   $      37,187
  Loan Receivable, net. . . . . . . . . . . . . . . . . . . . . .            7,500             -0-
  Prepaid Expenses. . . . . . . . . . . . . . . . . . . . . . . .              500             500
    TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . . . .            8,573          37,687

FIXED ASSETS
-----------------------------------------------------------------
  Furniture and Office Equipment. . . . . . . . . . . . . . . . .            5,946           5,946
  Accumulated Depreciation. . . . . . . . . . . . . . . . . . . .             (950)           (850)
     Net Fixed Assets . . . . . . . . . . . . . . . . . . . . . .            4,996           5,096
                                                                   ----------------  --------------

    TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . .  $        13,569   $      42,783


LIABILITIES AND STOCKHOLDERS' DEFICIT
-----------------------------------------------------------------

CURRENT LIABILITIES
-----------------------------------------------------------------
  Accounts Payable and Accrued Expenses . . . . . . . . . . . . .        1,166,767       1,044,701
  Due to Related Parties. . . . . . . . . . . . . . . . . . . . .          822,377         776,177
    TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . .        1,989,144       1,820,878

COMMITMENTS AND CONTINGENCIES - NOTE 4
-----------------------------------------------------------------

STOCKHOLDERS' DEFICIT
-----------------------------------------------------------------
  Common Stock ($.001 par value, 100,000,000 shares authorized:
   29,689,158 issued and outstanding) . . . . . . . . . . . . . .           29,689          29,489
  Preferred Stock ($.001 par value, 5,000,000 shares authorized:
   none issued and outstanding) . . . . . . . . . . . . . . . . .              -0-             -0-
  Additional Paid-in-Capital. . . . . . . . . . . . . . . . . . .        3,129,149       2,667,349
  Deficit Accumulated During Development Stage. . . . . . . . . .       (5,134,413)     (4,474,933)
    TOTAL STOCKHOLDERS' DEFICIT . . . . . . . . . . . . . . . . .       (1,975,575)     (1,778,095)

    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT . . . . . . . . .  $        13,569   $      42,783
                                                                   ===============   ==============
</TABLE>



<TABLE>
<CAPTION>


                         CATHAYONE, INC. & SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
         FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND FOR THE PERIOD OF
            MARCH 1, 2000 (DATE OF REORGANIZATION) TO MARCH 31, 2000


                                       March 31, 2001    March 31, 2000
<S>                                   <C>               <C>

OPERATING EXPENSES:
------------------------------------
  Advertising. . . . . . . . . . . .  $        38,050   $           -0-
  Consulting . . . . . . . . . . . .          120,000               -0-
  Depreciation . . . . . . . . . . .              100               -0-
  Insurance. . . . . . . . . . . . .            4,576               -0-
  Office Expenses. . . . . . . . . .            5,027               -0-
  Payroll and Related Taxes. . . . .            8,116               -0-
  Professional Fees. . . . . . . . .            2,596              1300
  Public Trading . . . . . . . . . .            1,121               -0-
  Rent . . . . . . . . . . . . . . .           16,200               -0-
  Travel . . . . . . . . . . . . . .            1,590               -0-
    TOTAL EXPENSES . . . . . . . . .          197,376             1,300

      OPERATING LOSS . . . . . . . .         (197,376)           (1,300)

OTHER EXPENSE:
------------------------------------
  Other Expense - Note 3 . . . . . .         (462,104)              -0-
    TOTAL OTHER EXPENSE. . . . . . .         (462,104)              -0-

      LOSS BEFORE TAXES. . . . . . .         (659,480)           (1,300)

      INCOME TAX (PROVISION) BENEFIT              -0-               -0-

      NET LOSS . . . . . . . . . . .  $      (659,480)  $        (1,300)
                                      ================  ================
  Net Loss Per Common Share
  Basic & Fully Diluted. . . . . . .  $         (0.02)            N/A
                                      ================  ================
  Weighted Average Common
  Shares Outstanding . . . . . . . .       29,622,491             N/A
                                      ================  ================
</TABLE>







<TABLE>
<CAPTION>


                                    CATHAYONE, INC. & SUBSIDIARIES
                                     (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND FOR THE PERIOD OF
                       MARCH 1, 2000 (DATE OF REORGANIZATION) TO MARCH 31, 2000


<S>                                                                 <C>               <C>
                                                                     March 31, 2001    March 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
------------------------------------------------------------------
  Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      (659,480)  $        (1,300)
  Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation . . . . . . . . . . . . . . . . . . . . . . . . .              100               -0-
    Common stock issued in connection with legal services - Note 3          462,000               -0-
    Increase in operating liabilities:
      Amounts due related party for
      services rendered. . . . . . . . . . . . . . . . . . . . . .           46,200               -0-
      Accounts payable and accrued expenses. . . . . . . . . . . .          122,066             1,300

      NET CASH USED IN
      OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . . .          (29,114)

CASH FLOWS FROM FINANCING ACTIVITIES:
------------------------------------------------------------------
  Issuance of note receivable. . . . . . . . . . . . . . . . . . .           (7,500)              -0-

      NET CASH USED IN
       FINANCING ACTIVITIES. . . . . . . . . . . . . . . . . . . .           (7,500)              -0-

      NET INCREASE IN
      CASH AND CASH EQUIVALENTS. . . . . . . . . . . . . . . . . .          (36,614)              -0-

CASH AND CASH EQUIVALENTS:
------------------------------------------------------------------
      Beginning of period. . . . . . . . . . . . . . . . . . . . .           37,187               -0-

      End of period. . . . . . . . . . . . . . . . . . . . . . . .  $           573   $           -0-
                                                                    ===============   ================
</TABLE>











<TABLE>
<CAPTION>


                           CATHAYONE, INC. & SUBSIDIARIES
                            (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) CONT'
           FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND FOR THE PERIOD OF
              MARCH 1, 2000 (DATE OF REORGANIZATION) TO MARCH 31, 2000


                                                    March 31, 2001   March 31, 2000
<S>                                                 <C>              <C>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
--------------------------------------------------
  Cash paid for interest . . . . . . . . . . . . .  $           104  $           -0-
                                                    ===============  ===============
NON-CASH FINANCING ACTIVITIES:
--------------------------------------------------
  Common stock issued in connection
   with legal services - Note 3. . . . . . . . . .  $       462,000  $           -0-
                                                    ===============  ===============
</TABLE>


































                         CATHAYONE, INC. & SUBSIDIARIES
                         ------------------------------
                          (A Development Stage Company)
                          -----------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                           March 31, 2001 (UNAUDITED)
                           --------------------------


NOTE 1 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities  and Exchange Commission. Accordingly, they do not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.

In  the  opinion  of  management, the unaudited condensed consolidated financial
statements  contain all adjustments consisting only of normal recurring accruals
considered necessary to present fairly the Company's financial position at March
31,  2001,  the results of operations for the three month period ended March 31,
2001  and  2000,  and  cash  flows for the three months ended March 31, 2001 and
2000.  The  results  for  the  period  ended March 31, 2001, are not necessarily
indicative  of  the  results  to  be  expected for the entire fiscal year ending
December  31,  2001.

NOTE  2  -  EARNINGS  (LOSS)  PER  SHARE
----------------------------------------

The  following  represents  the  calculation  of  earnings  per  share:

                                   For the three months ended
                                            March 31,
BASIC  &  DILUTED*                    2001               2000
------------------                  ------               ----

Net  income  (loss)               $  (659,480)       $  (1,300)

Less- preferred stock dividends          --                --
                                  -------------      ----------
Net income (loss)                 $  (659,480)        $ (1,300)
Weighted average number
of common shares                    29,622,491             N/A
                                  -------------      ----------
Basic & diluted earnings per share
                                  $     (.02)              N/A
                                     ========          ========

*There were no common stock equivalents for either period presented.
** Less than $.01



NOTE 3 - OTHER EXPENSE

During  the  quarter  ended March 31, 2001, the Company issued 200,000 shares of
its  common stock in connection with legal services performed rendered on behalf
of  the  Company.  The  Company  is  disputing  a  significant  portion  of  the
approximately  $528,000  in  accumulated  invoices  claimed by the law firm. The
Company  has  accrued  these  invoices  in  its  financial  statements pending a
settlement  with  the  law firm. The shares were issued pursuant to an agreement
whereby  the  law  firm will provide the Company until April 30, 2001 to pay the
outstanding  invoices.  The  value  of  the shares was determined using the fair
market  on the date of issuance, or $2.31 per share, yielding an aggregate value
of  $462,000.

NOTE  4  -  COMMITMENTS

The  Company has committed to provide funding of $5,000,000 within the next year
towards  the  development of e-commerce entertainment projects.  The Company has
not  made  payments  towards  this  commitment  as  of  the date of this report.

The Company has committed to provide funding of $10,000,000 within the next year
towards the development of a joint venture. During the period ended December 31,
2000,  the  Company  contributed approximately $911,970 towards this commitment.
The  Company  has  not  made  payments  towards this commitment during 2001. The
Company  is  currently in default of the remaining payments, however, it intends
to  remedy  the  situation  during  the  remainder  of  2001.

The  Company  has  committed  to paying $700,000 and issuing 250,000 shares to a
related  third  party,  contingent  upon the third party's completion of certain
entertainment  projects.  The  Company does not deem these amounts payable as of
March  31,  2000 and the Company is uncertain when such amount would be payable,
if  ever.

The  Company  has  entered into employment agreements with three officers of the
Company.  Pursuant  to  the  agreements, which were consummated between June and
August  of  2000, the Company will pay $120,000 per year, or an aggregate annual
total amount of $360,000, for three years. The officers will also be entitled to
annual compensation increases of 10% and each officer can purchase up to 675,000
shares  of  the  Company's  common stock at $.001 per share.  None of the common
stock  options  have  been  exercised  as  of  the  date  of  this  report.









              --The rest of this page is left intentionally blank--

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

With  the  exception of historical facts stated herein, the matters discussed in
this  report  are  "forward  looking"  statements  that  involve  risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited  to,  statements  regarding  anticipated  levels  of future
revenues and earnings from operations of the Company. Readers of this report are
cautioned not to put undue reliance on "forward looking" statements that are, by
their  nature,  uncertain  as  reliable  indicators  of  future performance. The
Company  disclaims  any  intent  or obligation to publicly update these "forward
looking"  statements,  whether as a result of new information, future events, or
otherwise.

DESCRIPTION OF BUSINESS

Business Development History
----------------------------

CathayOne,  Inc.  (the "Company") is a publicly traded Delaware corporation that
was  originally  incorporated  in the State of Utah on August 6, 1984, under the
name  North  American  Clothing  Company,  Inc.

As  of June 30, 2000, a majority of the shareholders of the Company authorized a
change  in  the  Company's state of incorporation from Utah to Delaware, and the
merger  of  the  Company  into its wholly owned subsidiary, Cathay Bancorp Inc.,
CathayOne Inc. being the surviving company.  The re-domiciling of the Company to
the  State  of  Delaware  and  the  concurrent  change  of the Company's name to
CathayOne  Inc.  occurred  on  August  9,  2000.

The  Company's  principal  executive  office  is located at 2100 Pinto Lane, Las
Vegas,  Nevada  89106  and  its  telephone  number  is  (702)  378-6864.

Business of the Issuer.
----------------------

     Principal Products and Services

The Company's stated business purpose is to manage, take a majority position in,
and/or  make strategic investments in technological and service companies in the
entertainment  industry.  While  located  in  the United States, the Company has
positioned  itself  to  take  advantage  of  the  appetite  for  foreign content
entertainment  as  well  as  foreign  entertainment  in  China, the fast-growing
broadband  multimedia  information  dissemination  opportunities,  and  Internet
content  services market in China. Management believes that the best returns for
investments  in  the next decade will be in the People's Republic of China, Hong
Kong,  Macao  and  Taiwan  (collectively,  "Greater  China").

The  Greater  China  market  is increasingly looking outward in its appetite for
foreign  content  entertainment.  The  Company believes it can capitalize on the
growth  in  information  technology,  and  will  initially  focus  on developing
companies  in  the entertainment markets, including: music, theater and sporting
events.

The  Company  will  provide  its  North  American  expertise  in management, new
technologies,  and  financial  acumen  to  companies  in China. As the companies
mature,  the  Company  will  seek  to  enhance  value  and  liquidity  for  its
shareholders  by bringing these companies to the public market, arranging merger
and  acquisition opportunities, or negotiating private transactions for them. In
the  alternative,  the  Company  may take an equity position or enter into joint
ventures  with  such  companies.

     Distribution

The  Company  is  still  in  the  developmental phase and has not, to this date,
embarked  on any consistent attempts to market or distribute its products in the
Greater  China  region or elsewhere.  The Company has performed no formal market
studies  related  to  its  proposed  products  and services in the Greater China
region.  However,  the Company has been involved in limited in house research to
determine  the  types  of  music  and  entertainment  that  might  be  marketed
successfully  in  the  Greater  China  region.

     Competition

The  Company  will  be  involved  in  intense  competition  with  other business
entities,  many of which will have a competitive edge over the Company by virtue
of  their  stronger financial resources and prior experience in business.  There
is  no  assurance  that  the  Company will be successful in obtaining additional
suitable business opportunities, or that it will be able to successfully operate
its  current  proposed  businesses.

The  market  for  the  provision  of  entertainment  products and/or services to
individuals and businesses is extremely competitive and highly fragmented. There
may  be  substantial  barriers  to  entry  in  Mainland  China and other foreign
countries  where  the  Company  seeks  to  operate, and the Company expects that
competition  will  intensify.  The Company believes that the primary competitive
factors  determining success in this market are a reputation for reliability and
service, effective customer support, pricing, creative marketing, and geographic
coverage.  Other  important  factors  include the timing of introductions of new
products  and services and industry and general economic trends. There can be no
assurance  that the Company will be able to compete successfully against current
or  future  competitors  or that competitive pressures faced by the Company will
not materially adversely affect its business, financial condition and results of
operations.

In  order  to  respond  to  expected changes in the competitive environment, the
Company  may,  from  time to time, make price, service or marketing decisions or
make  acquisitions  that  could  possibly  harm  its  business.  Developing  new
technologies  may also increase competitive pressures on the Company by enabling
its  competitors  to  offer  a  lower  cost  service.

     Dependence on Major Customers

The Company's business plan does not envision dependence on one or a few major
customers




     Governmental Regulation

The  Company  is  subject  to  the  same  federal, state and local laws as other
companies  providing  entertainment  and Internet products and services.  Today,
there  are  relatively few laws specifically directed toward online products and
services.  However, due to the increasing popularity and use of the Internet and
online  services,  it  is possible that laws and regulations may be adopted with
respect  to  the  Internet  or  online  products  and  services.  These laws and
regulations  could  cover issues such as online contracts, user privacy, freedom
of  expression,  pricing,  fraud,  content and quality of products and services,
taxation,  advertising,  intellectual  property rights and information security.
Applicability to the Internet of existing laws governing issues such as property
ownership,  copyrights  and other intellectual property issues, taxation, libel,
obscenity  and  personal  privacy  are  uncertain.  Several  jurisdictions  have
proposed  legislation  that  would  limit  the uses of personal user information
gathered  online  or  require  online  services  to  establish privacy policies.

While  located  in  the United States, the Company has positioned itself to take
advantage  of  foreign  content  entertainment,  the  fast-growing  broadband
multimedia  information  dissemination  opportunities,  and  Internet  content
services  market in foreign markets. Management intends to build its business in
the  People's  Republic  of  China,  Hong  Kong, Macao and Taiwan (collectively,
"Greater  China"). In all of these countries, businesses face varying degrees of
government  regulation.  Mainland  China  is  heavily  regulated.  Because  the
Company  is  in  a  start-up  mode,  it  is  presently impossible to predict the
government  regulation, if any, to which the Company may be subject.  The use of
assets  and/or  conduct of businesses that the Company may acquire could subject
it  to  environmental,  public  health  and  safety,  land  use, trade, or other
governmental regulations and state or local taxation.   The Company is presently
attempting  to  ascertain  the  effects  of  such  government  regulation on the
prospective  business  of  the  Company.  Under  the  present circumstances, the
Company  is  in the development stage.  Therefore, it is not feasible to predict
with any degree of accuracy the impact of government regulation on the Company's
operations.  The  inability  to ascertain the effect of government regulation on
the  Company's  prospective  business  activity  creates  a high degree of risk.

     Regulatory Overview

It  is possible that additional laws and regulations may be adopted with respect
to  the  entertainment  industry.  Such new laws or regulations may cover issues
such  as  content,  pricing, consumer protection, electronic commerce, taxation,
copyright  infringement  and  other  intellectual  property  issues. The Company
cannot  predict  the  impact,  if  any,  that  any  future regulatory changes or
development  may  have  on  its  business,  financial  condition  and results of
operations.  Changes  in  the regulatory environment that directly or indirectly
affect the ability to market products or services, or increase the likelihood or
scope  of  competition,  could  have  a material adverse effect on the Company's
business,  financial  condition  and  results  of  operations.

     Employees

The  Company  has three full time employees.  Part time employees are hired from
time  to  time  depending on increased marketing or additional projects in which
the  Company  may  be  involved.


RESULTS OF OPERATIONS
---------------------

The  following are the results of operation as of and for the three months ended
March  31, 2001 and 2000. As indicated in the accompanying financial statements,
the  Company  did  not  have  any material operations for the three months ended
March  31,  2000.

Net  Income

The  Company  had  a  net  loss of $659,480 for the three months ended March 31,
2001.  The  net  loss  for  the  quarter  was primarily attributable to non-cash
expense  on  an accounts payable and accrued consulting fees that were, $462,000
and  $120,000,  respectively.

Sales

The Company did not have any revenues during the three-month periods ended March
31,  2001  and  2000.

Expenses

Total  expenses  were  $659,480  for  the  three  months  ended  March 31, 2001.

Total  expenses  included  $462,000  in  connection  with  the  payable  due the
Company's  legal  counsel.  The  payment  was  made  with  200,000 shares of the
Company's  common  stock valued at $2.31 per share, the fair market value at the
time  of  issuance.  Expenses also included $120,000 in accruals for consultants
and  officers  pursuant  to their respective employment agreements. Rent expense
was  $16,200.


Liquidity  and  Capital  Resources

On March 31, 2001, the Company had cash of $573 and a working capital deficit of
$1,980,571.  The  working  capital deficit represents primarily obligations from
operations  and  amounts  due  related  parties  for  advances  and  services.

Net  cash  used  in  operating activities was $29,114 for the three months ended
March 31, 2001. The difference was primarily attributable to an increase in loss
from  operations  in  the amount of $659,480, partially offset by an increase in
accounts  payable  of  $122,066  and  $462,000  in  common  stock  issuances for
services.

Cash  used  in  financing  activities  totaled $7,500 for the three months ended
March  31, 2001 as a result of the incurrence of a loan receivable in the amount
of $7,500 to an unrelated party. The Company will need to raise funds during the
next  twelve  months  for  its  operations.  In addition, the Company's auditors
expressed  doubt  as  to  the  Company's ability to continue as a going concern.
Failure  to  raise additional capital during the next twelve months could have a
material adverse effect on the Company. The Company estimates it will need $3 to
5  million  over  the  next  twelve months and $14 million over the long-term in
order  to  develop  its  business  plan.

PART II. OTHER INFORMATION
--------------------------

Item 1. Legal Proceedings

Capital  Lake  S.A.  v.  CathayOne, Inc., Case No. 01-CV-1266 (SAS) filed in the
----------------------------------------
United  States  District  Court for the Southern District of New York.  The case
involves a claim to entitlement to a $300,000 finder's fee/brokerage commission.
The  Company  denies  liability and is defending the action.  The case is in its
early  stages.  No  discovery has occurred.  The Company is unable to express an
opinion  on  the  outcome  at this time, although the Company does feel it has a
meritorious  defense  to  the  claim.

There are no other pending legal claims against the Company.

The  Company  is aware of a claim being asserted by its former legal counsel for
fees  in  the  approximate  amount of $528,000, which amount is contested by the
Company.  The  Company  is  attempting  to  settle  this  claim.

Item 2. Changes in Securities

During the quarter ended March 31, 2000, the Company issued 200,000 shares of
its common stock in connection with legal services rendered to the Company.

Item 3. Defaults Upon Senior Securities

None.

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

None

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

a) Exhibits
-----------

None.

b) Reports on Form 8-K
----------------------

None.






                                   SIGNATURES
                                   ----------

In  accordance with the requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.


                              /s/ Peter Lau, Chief Executive Officer
                              --------------------------------------
Date:  May 18, 2001               Peter Lau, Chief Executive Officer