UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB


(Mark One)

[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended March 31, 2001.

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
for the transition period from ____________ to_________________.

Commission file number 0-21070

                             ITEC Attractions, Inc.
       (Exact name of small business issuer as specified in its charter.)

         Nevada                                        66-0426648
         ------                                        ----------
(State of Incorporation)                      (IRS Employer Identification No.)

          3562 Shepherd of the Hills Expressway Branson, Missouri 65616
         --------------------------------------------------------------
                    (Address of principal executive offices)

                                 (417) 335-3533
                                 --------------
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or Section 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 for the past
90 days.
                         Yes X     No

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13, or 15 (d) of the Securities  Exchange Act of 1934 after
the distribution of securities under a plan confirmed by a court.

                         Yes X     No


The number of shares  outstanding of the issuer's common stock, $.001 par value,
as of March 31, 2001 is 7,937,638 shares.

Transitional Small Business Disclosure Format (check one):  Yes         No   X
                                                                ----       ----



<PAGE>



                             ITEC Attractions, Inc.


                                TABLE OF CONTENTS


PART 1.  FINANCIAL INFORMATION

Item 1.    Financial Statements


                                                                   Page Number
                                                                   -----------

Condensed Balance Sheet
  March 31, 2001...................................................     1


Condensed Statements of Loss
  Three Months Ended March 31, 2001 and 2000.......................     2


Condensed Statements of Cash Flows
  Three Months Ended March 31, 2001 and  2000......................     3


Notes to Condensed Financial Statements............................     4


Item 2.  Management's Discussion and Analysis
  Or Plan of Operation.............................................     6


PART II.  Other Information........................................    10

<PAGE>

                             ITEC Attractions, Inc.
                             Condensed Balance Sheet
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                             March 31,
                      ASSETS                                    2001
                      ------                               ---------------
 <S>                                                        <C>
Current assets:
 Cash and cash equivalents                                 $      72,575
 Receivables                                                      38,150
 Inventories                                                     376,413
 Prepaid expenses                                                100,478
 Prepaid leases-current                                          166,915
                                                           -------------

          Total current assets                                   754,531


Property and equipment, net of accumulated
 depreciation of $2,350,488                                    6,100,976
Prepaid leases-non current                                       756,545
Deposits                                                          18,787
                                                           -------------

          TOTAL ASSETS                                     $   7,630,839
                                                           =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
 Accounts payable                                          $     366,311
 Accrued expenses                                                233,830
 Current portion of long-term debt                               260,752
                                                           -------------

          Total current liabilities                              860,893

Accrued lease expense                                            436,695
Long-term debt                                                 3,907,750
Deferred revenue                                                  22,477
Security deposits                                                 15,500
Interest rate swap agreement                                     409,661
                                                           -------------

          Total liabilities                                    5,652,976
                                                           -------------

Stockholders' equity
 Common stock, $.001 par value.  Authorized 40,000,000
  shares, issued and outstanding 7,937,638 shares                  7,938
 Additional paid-in capital                                   10,781,076
 Accumulated deficit                                          (8,811,151)
                                                           -------------

          Total stockholders' equity                           1,977,863
                                                           -------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $   7,630,839
                                                           =============
</TABLE>

See accompanying notes to condensed financial statements.


                                        1


<PAGE>
                             ITEC Attractions, Inc.
                          Condensed Statements of Loss
                                   (Unaudited)



                                                          Three Months Ended
                                                              March 31,
                                                         2001            2000
                                                    ------------     -----------

Revenue:
 Theater and concession                             $     258,387    $  328,612
 Food service                                             245,670       201,498
 Gift shop                                                 76,340        46,866
 Mall operation                                            89,581       100,412
                                                    -------------    -----------
                                                          669,978       677,388
                                                    -------------    -----------
Direct Expense:
 Theater and concession                                   227,494       236,410
 Food Service                                             264,508       262,263
 Gift shop                                                 80,646        44,699
 Mall operations                                           82,597        79,080
                                                    -------------    -----------
                                                          655,245       622,452
                                                    -------------    -----------

Gross Profit                                               14,733        54,936
                                                    -------------    -----------

 General and administrative expense                       173,765       204,650
 Advertising and marketing expense                        148,644       173,556
 Depreciation and amortization expense                    118,642       115,556
 Loss on derivative financial instruments                 111,527             -
                                                    -------------    -----------
                                                          552,578       493,762
                                                    -------------    -----------

Operating Loss                                           (537,845)     (438,826)

Other income (expense):
 Interest income                                            1,291         3,489
 Interest expense                                         (86,582)      (74,762)
                                                    ------------     -----------
       Other income (expense), net                        (85,291)      (71,273)
                                                    -------------    -----------

Loss before cumulative effect of change in
 accounting principle                                    (623,136)     (510,099)
Cumulative effect of change in accounting
 principle                                               (298,134)            -
                                                    -------------    -----------

       Net Loss                                     $    (921,270)   $ (510,099)
                                                    =============    ===========

Loss per common share before cumulative
 effect of change in accounting principle           $        (.08)   $     (.06)
Loss per common share on cumulative effect
 of change in accounting principle                  $        (.04)   $        -
                                                    -------------    -----------

Loss per common share                               $        (.12)   $     (.06)
                                                    =============    ===========

Weighted average common
 shares outstanding                                     7,937,638     7,937,638

            See accompanying notes to condensed financial statements.

                                        2

<PAGE>

                             ITEC Attractions, Inc.
                       Condensed Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                         Three Months Ended
                                                                               March 31,
                                                                       2001                2000
                                                                  ---------------     -------------

<S>                                                                <C>                <C>
Cash flows from operating activities:
 Net loss                                                          $    (921,270)     $    (510,099)
 Adjustments to reconcile net loss to net cash used in
   operating activities:
       Depreciation and amortization                                     118,642            115,556
       Cumulative effect of change in accounting principle               298,134                  -
       Loss on derivative financial instruments                          111,527                  -
       Changes in operating assets and liabilities:
         Decrease in receivables                                          43,565             35,132
         Increase in inventories                                        (203,529)           (50,241)
         Decrease in deposits and prepaid expenses                           660             12,928
         Decrease in prepaid leases                                       41,728             41,729
         Increase (decrease) in accounts payable and other
             accrued expenses                                            155,448            (32,203)
                                                                   -------------      -------------

               Net cash used in operating activities                    (355,095)          (387,198)
                                                                   -------------      -------------

Cash flows from investing activities:
 Purchase of property and equipment                                      (87,269)          (199,406)
                                                                   -------------      -------------

              Net cash used in investing activities                      (87,269)          (199,406)
                                                                   -------------      -------------

Cash flows from financing activities:
 Principal payments on long-term debt                                    (25,764)           (48,706)
 Proceeds from issuance of long-term debt                                355,152             14,087
                                                                   -------------      -------------

               Net cash provided by (used in)
               financing activities                                      329,388            (34,619)
                                                                   -------------      -------------

Decrease in cash and cash equivalents                                   (112,976)          (621,223)

Cash and cash equivalents at beginning of period                         185,551            644,706
                                                                   -------------      -------------

Cash and cash equivalents at end of period                         $      72,575      $      23,483
                                                                   =============      =============


Supplemental cash flow information:
 Cash paid during the period for interest                          $      86,582      $      74,762


</TABLE>

            See accompanying notes to condensed financial statements.





                                        3
<PAGE>

                             ITEC Attractions, Inc.

                     Notes to Condensed Financial Statements
                                 March 31, 2001
                                   (Unaudited)


NOTE 1.  BASIS OF PRESENTATION

ITEC Attractions,  Inc. (formerly known as International  Tourist  Entertainment
Corporation)  (the  "Company")   commenced   operations  in  October  1993.  The
accompanying  interim condensed financial  statements are unaudited,  but in the
opinion  of  management  reflect  all  adjustments  (consisting  only of  normal
recurring  adjustments)  necessary  for a fair  presentation  of  the  financial
position,  results of operation  and cash flow for the  Company.  The results of
operations for any interim period are not necessarily  indicative of results for
the respective  full year.  Certain  information and note  disclosures  normally
included in the Company's  annual  financial  statements  prepared in accordance
with generally  accepted  accounting  principles have been condensed or omitted.
These  condensed  financial  statements  should be read in conjunction  with the
financial  statements and notes thereto contained in the Company's annual report
on Form 10-KSB for the year ended December 31, 2000 as filed with the Securities
and Exchange Commission.

NOTE 2. OPERATING SEGMENTS

The Company operates in three business segments: 1) Theater and concessions,  2)
Food service, and 3) Retail services.

The following table presents financial  information by operating segment for the
three months ended March 31, 2001 and 2000.

<TABLE>
<CAPTION>

Three months ended         Theater and       Food             Retail
   March 31, 2001          Concessions       Service          Services      Corporate         Total
----------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>              <C>           <C>               <C>
Sales to unaffiliated
  customers                $258,387          $245,670         $165,921      $      -          $ 669,978

Operating income
  (loss)                   $ 30,893          $(18,838)        $  2,678      $(552,578)        $(537,845)
</TABLE>

<TABLE>
<CAPTION>

Three months ended         Theater and       Food             Retail
   March 31, 2000          Concessions       Service          Services      Corporate         Total
---------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>              <C>           <C>               <C>

Sales to unaffiliated
  customers                $328,612          $201,498         $147,278      $      -          $ 677,388

Operating income
  (loss)                   $ 92,202          $(60,765)        $ 23,499      $(493,762)        $(438,826)
</TABLE>

                                        4
<PAGE>

NOTE 3.  DERIVATIVE FINANCIAL INSTRUMENTS AND CHANGE IN ACCOUNTING  PRINCIPLE

On January 1, 2001, the Company  adopted the provisions of Financial  Accounting
Standards Board Statements  (SFAS) Nos. 133 and 138, which establish  accounting
and reporting standards for derivative financial  instruments.  SFAS 133 and 138
require most derivative  instruments to be reflected as assets or liabilities in
the balance sheet at their fair values with changes in fair values  reflected in
net income (or accumulated other  comprehensive  income if the criteria for cash
flow hedge accounting are met).

Derivative financial instruments held by the Company consist of an interest rate
swap  agreement with Bank of America,  N.A. (the "Bank") to effectively  fix the
interest rate on the Company's term note with the Bank which is due June 2013 at
10.4% through April 1, 2006. Management has determined that the Company will not
apply the hedge accounting  provisions of the new standards to this transaction.
Instead, the Company's derivative  instrument will be recorded at its fair value
with subsequent changes in fair value included in earnings.

At  January  1,  2001,  initial  adoption  of  the  new  standards  resulted  in
recognition  of a derivative  financial  instrument  liability  and a cumulative
effect  adjustment of $298,134.  Application  of the new  standards  resulted in
recognition of a loss on derivative financial instruments of $111,527 during the
quarter ended March 31, 2001.

                                       5

<PAGE>

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

General

The following  discussion and analysis  provides  information  which  management
believes  is  relevant  to an  assessment  and  understanding  of the results of
operations and financial condition of ITEC Attractions, Inc. This discussion and
analysis should be read in conjunction  with the financial  statements,  related
notes and Management's  Discussion and Analysis or Plan of Operation included in
the Company's Annual Report on Form 10KSB for the year ended December 31, 2000.

ITEC  Attractions,  Inc. began  operations  with the opening of its giant screen
theater and mall facility in Branson, Missouri in October 1993. This facility is
known as the IMAX  Entertainment  Complex.  The Complex contains a 532 seat IMAX
theater with a screen that is 62 feet tall and 83 feet wide.  In  addition,  the
facility  includes an enclosed  shopping mall with  approximately  22,000 square
feet of retail space.  McFarlain's,  a family  restaurant in the mall,  has been
owned and operated by the Company since May 1, 1995.

During the quarter ending September 30, 1998, the Company  completed an addition
to the McFarlain's  restaurant that increased seating by 133 people. This is the
second major  expansion of the  restaurant  during the last two and a half years
and brings the total seating to over 655 people.  During the quarter ended March
31, 1997, the Company acquired assets to begin the operation of McFarlain's Back
Porch,  an express deli and bakery  which is also located in the mall.  The Back
Porch was  recently  converted  to the IMAX  Food  Court.  The IMAX  Food  Court
includes  franchises for Quiznos Sub Sandwiches,  Baskin & Robbins Ice Cream and
Breadeaux Pizza.

In 1994,  the Company  began  selling gift items related to the films which were
being exhibited in the theater or which are  representative  of the lifestyle of
the Ozarks.  This  operation  has evolved  into the Legacy & Legends  Gift Shop,
which  has  been  one of the  Company's  most  profitable  and  fastest  growing
departments. Because of the success of the Legacy and Legends Gift Shop, in 2000
the Company  made a decision to expand its gift shop  operations.  In October of
2000 the Company  acquired  Fabulous  Fakes, a kiosk located in the complex that
primarily sells custom jewelry.  In January of 2001 the Company  acquired Shadow
Box Gifts and Collectibles,  a gift shop located in the complex that specializes
in the sale of various  types of  collectibles.  Ten other  shops and kiosks are
currently leased to third parties.

In  December  1997,  the  Company  installed a new 35mm  projection  system,  in
addition to its IMAX giant screen projection  system,  and began showing feature
35mm films each evening in addition to the IMAX giant screen film presentations.

In March 1998, the Company  completed the construction of a 210-seat theater for
live performances in the Branson complex.  Mike Radford's Remember When Show and
Jimmie Rodgers Remembers perform daily in this theater.


                                        6

<PAGE>

On July 24, 2000 the Company completed  financial  arrangements for a program of
capital  improvements to the Branson  Complex.  These  improvements  include the
construction  of a new theater center adjacent to the Branson Complex which will
house three  theaters  with  state-of-the-art  sound  systems and stadium  style
seating, designed to exhibit 35mm feature length films. Two of the theaters have
a seating  capacity of 175 each and the third theater has a seating  capacity of
140. Construction on the theaters commenced March of 2001 and is to be completed
during the third  quarter of 2001.  The Company is also  increasing  the parking
capacity of the Branson  Complex by 165 spaces to accommodate  the new theaters.
Construction  of the parking  expansion  commenced in January 2000.  The Company
also remodeled the food court in the Branson Complex to incorporate with the new
theater   center.   The  estimated  cost  of  these  capital   improvements   is
approximately $1.5 million.

RESULTS OF OPERATIONS-COMPARISON OF THE THREE MONTH PERIODS ENDED MARCH 31, 2001
AND 2000

Revenues for the quarter ended March 31, 2001  decreased to $669,978 as compared
to $677,388 for the same quarter of the previous year. This decrease is a result
of a  substantial  decrease  in IMAX film  revenue  and an increase in both food
service  revenue  and gift  shop  revenues.  The  decrease  in IMAX  revenue  is
primarily  a result of poor  weather in Branson  during the first  quarter  that
adversely affected tourist traffic to Branson.

The  increase  in revenues  for food  service is a result of the IMAX Food Court
being open for the entire quarter, while the increase in gift shop revenues is a
result of the  acquisition  of the Fabulous  Fakes  jewelry  kiosk in the fourth
quarter of fiscal year 2000 and the  acquisition  of the Shadow Box Gift Shop in
January 2001.

Direct  operating  expenses  were  $655,245 for the quarter ended March 31, 2001
representing  98 percent of sales,  as  compared  to  expenses of $622,452 or 92
percent of sales for the comparable period of the previous year. The increase in
direct  operating  expenses as a  percentage  of revenue is acquired in both the
theater  operation  and the gift shop  operation.  The  increase in the theaters
direct  operating  expense as a  percentage  of revenue is primarily a result of
higher film royalties.  The increase in direct operating expense as a percentage
of revenue in the gift shop is  primarily a result of start up expenses  related
to the acquisition of the Shadow Box Gift Shop.

General and administrative  expenses were $173,765 and $204,650 for the quarters
ended  March 31,  2001 and 2000  respectively.  This  decrease  is a result of a
Company wide effort to reduce all general and administrative expenses.

Advertising  and marketing  expense was $148,644 for the quarter ended March 31,
2001  compared  to  $173,556  for the same  period  in  2000.  The  decrease  in
advertising and marketing is a result of an overall reduction in the advertising
budget planned for 2001.





                                        7
<PAGE>


Interest  expense was $86,582 and $74,762 for the quarters  ended March 31, 2001
and 2000  respectively.  The  increase  in  interest  expense is a result of the
increase in borrowing  related to the  financing of the new theater  complex and
related parking lot.

The net loss was $511,609 for the quarter ended March 31, 2001 compared to a net
loss of $510,099 for the same period of the previous year.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2001 current assets totaled $754,531,  while current liabilities
totaled $860,893. The Company's current ratio at March 31, 2001 was .88 to 1.00.

During fiscal 2000, the Company borrowed $100,000 from Ms. Ann Bluto, a director
of the  Company.  The loan bears  interest  at prime plus 1% and is due June 30,
2001. Proceeds of the loan were used to provide working capital for the Company.

On July 24,  2000,  the  Company  refinanced  its  existing  line of credit  and
existing  long term debt with a new line of credit in the amount of $200,000 and
a new term loan in the amount of $4,676,203.  The proceeds of the term loan were
to refinance existing  indebtedness and to finance the construction of three new
theaters and additional parking related thereto and the construction of the food
court.  No  borrowings  were made under the line of credit  during the reporting
quarter.  The line of credit and the term loan are  secured by deeds of trust on
the Company's theater complex and ground leases.

Going  forward,  the Company  expects to be able to finance its  operations  and
immediate capital requirements from currently available capital,  cash flow from
operations, and available sources of borrowings including the line of credit and
the restructured term loan.

                                       8

<PAGE>


FORWARD-LOOKING STATEMENTS

When  used in this  Form  10-QSB,  in  other  filings  by the  Company  with the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public stockholder communications,  or in oral statements made with the approval
of an authorized  executive officer of the Company,  the words or phrases "would
be," "will allow,"  "intends to," "will likely result," "are expected to," "will
continue," "is anticipated,"  "estimate,"  "project," or similar expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private Securities Litigation Reform Act of 1995.

The Company cautions readers not to place undue reliance on any  forward-looking
statements,  which  speak  only  as of the  date  made,  are  based  on  certain
assumptions  and  expectations  which may or may not be valid or actually occur,
and which involve various risks and uncertainties,  including but not limited to
risk of product demand,  market  acceptance,  economic  conditions,  competitive
products and pricing,  difficulties in product  development,  commercialization,
and  technology and other risks.  In addition,  sales and other revenues may not
commence and/or continue as anticipated due to delays or otherwise. As a result,
the Company's  actual  results for future periods could differ  materially  from
those anticipated or projected. Please refer to the "Management's Discussion and
Analysis or Plan of Operation"  that is found in the Company's  Annual Report on
Form 10-KSB for the period ended December 31, 2000 for more details.

Unless otherwise required by applicable law, the Company does not undertake, and
specifically disclaims any obligations, to update any forward-looking statements
to reflect  occurrences,  developments,  unanticipated  events or  circumstances
after the date of such statement.


                                       9
<PAGE>
                            PART II OTHER INFORMATION


Item 1.           Legal Proceedings
                  -----------------

                  There are no material legal  proceedings  pending to which the
                  Company  is a  party  of  which  any  of its  property  is the
                  subject.

Item 2.           Changes in Securities
                  ---------------------

                  Not applicable.

Item 3.           Defaults Upon Senior Securities
                  -------------------------------

                  Not applicable.

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

                  Not applicable.

Item 5.           Other Information
                  -----------------

                  On July 24, 2000 the Company refinanced its existing debt with
                  Bank of America,  N.A.,  providing the Company with a $200,000
                  Revolving  Note due  June 15,  2001,  advances  on which  bear
                  interest at the prime rate plus 1%, and a Term Note and Credit
                  Agreement in the  principal  amount of up to  $4,676,203.  The
                  Term Note is amortized  with  monthly  payments and matures on
                  June 30,  2013.  The  interest  rate on the Term Note is prime
                  rate plus or minus .25% determined by certain financial ratios
                  of the Company.  The Company has entered into an interest rate
                  swap transaction with Bank of America, N.A. to effectively fix
                  the interest  rate at 10.4% during the first five years of the
                  Term Note. Proceeds of the Term Note will be used to refinance
                  existing indebtedness and to finance the construction of three
                  new theaters and additional  parking  related  thereto and the
                  remodeling of the restaurant area adjacent to the theaters.

                  The  Revolving  Note and the Term Note are secured by a Future
                  Advance  and  Future  Obligation  Leasehold  Deed of Trust,  a
                  Leasehold Deed of Trust,  Assignment of Rents and leases and a
                  Security Agreement.



                                      10

<PAGE>

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

                  A. Exhibits:

                  4.1   Specimen   Certificate  for  the  common  stock  of  the
                        Registrant    (incorporated    by   reference   to   the
                        Registrant's   Registration   Statement   on  Form  S-1,
                        Registration No. 33-48630).

                  10.3  Ground  Lease  Agreement  dated  July 27,  1993  between
                        Treasure Lake R.V.  Resort  Camping  Club,  Inc. and the
                        Company   (incorporated  by  reference  to  Registration
                        Statement on Form S-1, Registration No. 33-64132).

                  10.4  Loan  Agreement  dated July 30, 1993  secured by Deed of
                        Trust for loan from the Bank of  America  (successor  to
                        Boatman's Bank), the Company  (incorporated by reference
                        to Registration  Statement on Form S-1, Registration No.
                        33-64132).

                  10.5  Deed of Trust dated July 30, 1993 for benefit of Bank of
                        America,   Branson,  Missouri  (successor  to  Boatman's
                        Bank),   (incorporated   by  reference  to  Registration
                        Statement on Form S-1, Registration No. 33-64132).

                  10.10 Distribution  Agreement dated July 14, 1995 between IMAX
                        Corporation and the Company  (incorporated  by reference
                        to Form 10-KSB for the year ended June 30, 1996).

                  10.12 Third Modification Agreement dated March 1, 1997 between
                        the Bank of America  (successor  to Boatman's  Bank) and
                        the Company  (incorporated  by  reference to Form 10-KSB
                        for the year ended June 30, 1996).

                  10.13 System Lease  Agreement as amended  dated August 1, 1993
                        between IMAX  Corporation and the Company  (incorporated
                        by  reference to Form 10-KSB for the year ended June 30,
                        1996.

                  10.14 Ground Lease  Agreement  dated December 18, 1999 between
                        Treasure  Lake RV  Resort  Camping  Club,  Inc.  and the
                        Company.

                  10.15 Second  Amended and Restated  Revolving  Note dated July
                        24, 2000 between Bank of America, N.A. and the Company.

                  10.16 Amended  and  Restated  Term Note and  Credit  Agreement
                        dated July 24, 2000  between  Bank of America,  N.A. and
                        the Company.

                  10.17 Amendment No. 4 to Future Advance and Future  Obligation
                        Leasehold  Deed of Trust by and  between the Company and
                        Bank of America, N.A. dated July 24, 2000.

                                       11
<PAGE>

                  10.18 Amendment No. 2 to Leasehold  Deed of Trust,  Assignment
                        of  Rents  and  Leases  and  Security  Agreement  by and
                        between the Company and Bank of America, N.A. dated July
                        24, 2000.

                  10.19 Amendment  to  Security  Agreement  dated July 24,  2000
                        between Bank of America, N.A. and the Company.

                  10.20 Interest rate swap agreement dated June 26, 2000 between
                        Bank of America, N.A. and the Company.


                  B.    Reports on Form 8-K filed April 19, 2001



                                      12

<PAGE>



                                   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.





Date       05/21/01                              /s/ Paul M. Bluto
           --------                              -----------------
                                                 Paul M. Bluto
                                                 Chairman and
                                                 Principal Financial Officer
                                                 Chief Executive Officer




Date       05/21/01                              /s/ Paul E. Rasmussen
           --------                              ---------------------
                                                 Paul E. Rasmussen
                                                 President
                                                 Chief Operating Officer


                                       13
<PAGE>