SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


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

     For the quarterly period ended September 30, 2004

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

For the transition period from _______________ to _________________


                        Commission file number: 000-32253

                               SECURED DATA, INC.
                               ------------------
                      (formerly known As Secured Data, Inc.
           (Name of Small Business Issuer as specific in its Charter)

                Nevada                                   87-0650264
      ------------------------------                  -----------------
     (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                   Identification No.)


              409 Calle San Pablo Suite 100-101 Camarillo, CA 93010
              -----------------------------------------------------
           (Address of Principal Executive Offices Including Zip Code)


     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. [X] Yes [ ]
No

     The number of shares outstanding of the registrant's common equity as of
December 2, 2004, was 12,284,368 common stock, par value $0.001.

     Transitional Small Business Disclosure Format (Check one): [ ] Yes [X] No

                                      None

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




<PAGE>



                               SECURED DATA, INC.
                            INDEX TO THE FORM 10-QSB
             FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2004


                                TABLE OF CONTENTS


 PART I.  FINANCIAL INFORMATION                                             F-1

Item 1.  Financial Statements                                               F-1

 Balance Sheet as of September 30, 2004 (unaudited)                         F-2

 Statements of Operations for the nine
   month periods ended September 30, 2004 and 2003 (unaudited)              F-3

 Statements of Cash Flows for the nine-months ended
   June 30, 2004 and 2003 (unaudited)                                       F-4

 Notes to the Financial Statements                                          F-5

Item 2.  Management's Discussion and Analysis and Plan of Operation           3

Item 3.  Controls and Procedures                                              4

 PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                    4

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          4

Item 3.  Defaults Upon Series Securities                                      4

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

Item 5.  Other Information                                                    4

Item 6:  Exhibits and Reports on Form 8-K                                     4

 SIGNATURES                                                                   5






                                       2



<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements



SECURED DATA, INC. (FORMERLY ENTERNET, INC.)
(A DEVELOPMENT STAGE COMPANY)
 BALANCE SHEET AS OF SEPTEMBER 30, 2004 (UNAUDITED)
________________________________________________________________________________


ASSETS

CURRENT ASSETS                                                      $        --

                                                                    -----------
TOTAL ASSETS                                                        $        --
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT:

CURRENT LIABILITIES
  Accounts payable                                                  $   164,357
  Advances to officers                                                    9,600
                                                                    -----------
TOTAL LIABILITIES                                                       173,957
                                                                    -----------

STOCKHOLDERS' DEFICIT:
   Common stock, $.001 par value, 100,000,000 shares
      authorized, 12,283,759 shares issued and outstanding               12,284
   Additional paid-in capital                                         1,577,202
   Deficit accumulated during the development stage                  (1,763,443)
                                                                    -----------
      Total stockholders' deficit                                      (173,957)

                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $        --
                                                                    ===========





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

                                      F-1

<PAGE>

<TABLE>
<CAPTION>

SECURED DATA, INC. (FORMERLY ENTERNET, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
_________________________________________________________________________________________________________________________

                                                                                                          Period from
                                         Three months   Nine months   Three months     Nine months       March 16, 2000
                                             ended         ended         ended            ended       (date of inception)
                                         September 30   September 30  September 30     September 30         through
                                             2004           2004          2003             2003        September 30, 2004
                                         ------------- -------------  -------------    -------------  -------------------
<S>                                      <C>            <C>            <C>              <C>              <C>
REVENUE                                  $       --     $        --    $        --      $        --      $          --

COSTS AND EXPENSES:
   General and administrative expense        15,920         498,714         81,500          236,924          1,763,443
                                         ----------     -----------    -----------      -----------      -------------
          Total                              15,920         498,714         81,500          236,924          1,763,443

                                         ----------     -----------    -----------      -----------      -------------
(LOSS) FROM OPERATIONS                      (15,920)       (498,714)       (81,500)        (236,924)        (1,763,443)

INCOME TAXES                                     --              --             --               --                 --

                                         ----------     -----------    -----------      -----------      -------------
NET (LOSS)                               $  (15,920)    $  (498,714)   $   (81,500)     $  (236,924)     $  (1,763,443)
                                         ==========     ===========    ===========      ===========      =============

NET (LOSS) PER COMMON SHARE
   Basic                                 $        *     $     (0.05)   $     (0.02)     $     (0.08)     $       (0.61)
                                         ==========     ===========    ===========      ===========      =============
   Diluted                               $        *     $     (0.05)   $     (0.02)     $     (0.08)     $       (0.61)
                                         ==========     ===========    ===========      ===========      =============

WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING
   (BASIC AND DILUTED)                   11,772,916       9,872,727      3,644,802        2,946,010          2,903,104
                                         ==========     ===========    ===========      ===========      =============
</TABLE>

* - less than $0.01 per share




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

                                      F-2
<PAGE>

<TABLE>
<CAPTION>


SECURED DATA, INC. (FORMERLY ENTERNET, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
_________________________________________________________________________________________________________________



                                                                                                   Period from
                                                                    Nine            Nine          March 16, 2000
                                                                months ended    months ended   (date of inception)
                                                                  September       September     through September
                                                                  30, 2004        30, 2003           30, 2004
                                                                -------------------------------------------------
<S>                                                             <C>            <C>                 <C>
Cash flows from operating activities:
   Net loss                                                     $  (498,714)   $  (236,924)        $(1,763,443)
   Amortization of deferred compensation                            132,500             --            (318,000)
   Adjustments to reconcile net loss to net
     cash provided by (used in) operating activities:
     Common stock issued as consideration
           for services and obligations                             373,937        485,839           1,475,815
     Common stock issued as settlement
           of asset purchase                                         20,000
     Common stock issued as deferred
           compensation                                                  --             --             318,000
     Changes is assets and liabilities:
       Accounts payable and accrued liabilities                       6,370       (262,325)            164,357
                                                                ----------------------------------------------
          Net cash provided by (used in) operating activities        14,093        (13,410)           (103,271)
                                                                ----------------------------------------------

Cash flows from financing activities:
   Advances from officer                                             24,050         13,410              47,743
   Repayment of advances to officer                                 (38,143)       (38,143)
   Common stock issued for cash                                          --             --              93,671
                                                                ----------------------------------------------
          Net cash provided by (used in) financing activities       (14,093)        13,410             103,271
                                                                ----------------------------------------------

Net increase (decrease) in cash                                          --             --                  --
Cash, beginning of period                                                --             --                  --
                                                                ----------------------------------------------
Cash, end of period                                             $        --    $        --         $        --
                                                                ==============================================

Supplemental cash flow information:
     Interest paid                                              $        --    $        --         $        --
                                                                ==============================================
     Income taxes paid                                          $        --    $        --         $        --
                                                                ==============================================

Supplemental disclosure of non-cash investing
and financing activities:
     Issuance of common stock as payment for
       accounts payable and officer advances                    $    38,143    $   276,215         $   314,358
                                                                ==============================================

</TABLE>




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


                                      F-3
<PAGE>

SECURED DATA, INC. (FORMERLY ENTERNET, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 (UNAUDITED)
________________________________________________________________________________


1. ORGANIZATION AND BASIS OF PRESENTATION

     Secured Data, Inc. (the "Company") a Nevada corporation, was incorporated
     on March 16, 2000 under the name Enternet, Inc. On May 23, 2002, the
     Articles of Incorporation were amended to change the name of the Company to
     Secured Data, Inc. The Company is a development stage enterprise with a
     fiscal year ending December 31. The Company originally planned to market
     vitamins, minerals, nutritional supplements and other health and fitness
     products over the internet. After considerable effort, the Company
     determined that the project was not feasible. Effective January 31, 2002,
     the Company purchased the iCyberData Court Suite ("Court Suite"). Court
     Suite is an automated case management software system designed to solve the
     problems currently encountered by counties implementing and maintaining
     specialty courts. On September 25, 2002, the Company entered into a Mutual
     Release and Hold Harmless Agreement releasing both parties from the
     Intellectual Property Purchase Agreement entered into on January 31, 2002.
     To date, the Company has had no revenues associated with these activities.
     On July 13, 2004, the Company entered into an Amended Agreement and Plan of
     Reorganization (the Reorganization Agreement) whereby the Registrant
     acquired 100% of the outstanding common stock of Secure Enterprise Software
     Inc., a Nevada corporation based in Parsippanny, New Jersey in exchange for
     12,284,000 shares of the Company's common stock. On September 7, 2004, the
     Company terminated the Reorganization Agreement and no shares were
     exchanged. The accompanying financial statements present the Company as a
     development stage enterprise as of September 30, 2004.

     The accompanying unaudited financial statements have been prepared in
     accordance with accounting principles generally accepted in the United
     States for interim financial information and the instructions for Form
     10-QSB and Regulation S-B. Accordingly, they do not include all of the
     information and footnotes required by accounting principles generally
     accepted in the United States for complete financial statements. All
     adjustments that, in the opinion of management are necessary for a fair
     presentation of the results of operations for the interim periods have been
     made and are of a recurring nature unless otherwise disclosed herein. The
     results of operations for the three months ended September 30, 2004 are not
     necessarily indicative of the results that will be realized for the entire
     fiscal year. These financial statements should be read in conjunction with
     the Company's Annual Report on Form 10-KSB for the year ended December 31,
     2003.

     The Company faces many operating and industry challenges. There is no
     meaningful operating history to evaluate the Company's prospects for
     successful operations. Future losses for the Company are anticipated. The
     proposed plan of operations would include seeking an operating entity with
     which to merge. Even if successful, a merger may not result in cash flow
     sufficient to finance the continued expansion of a business.


                                      F-4
<PAGE>

     The accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern. The Company has $164,357 in
     obligations at September 30, 2004 with no means to repay such obligations
     other than negotiating settlements that will include payment through the
     issuance of common stock. As mentioned above, the Company intends to seek a
     merger candidate. However, the Company has not yet obtained capital needed
     to achieve management's plans and support its operations and there is no
     assurance that the Company will be able to raise such financing. These
     factors raise substantial doubt about the Company's ability to continue as
     a going concern. The financial statements do not include any adjustments
     that might result from this uncertainty.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Cash and Cash Equivalents - Cash and cash equivalents include all
     short-term liquid investments that are readily convertible to known amounts
     of cash and have original maturities of three months or less. The Company
     had no cash or cash equivalents as of September 30, 2004.

     Income taxes - The Company provides for income taxes based on the
     provisions of Statement of Financial Accounting Standards No. 109,
     Accounting for Income Taxes, which among other things, requires that
     recognition of deferred income taxes be measured by the provisions of
     enacted tax laws in effect at the date of financial statements.

     Use of Estimates - The preparation of financial statements in conformity
     with generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

     Income (Loss) Per Common Share - Basic income (loss) per share is computed
     using the weighted average number of shares of common stock outstanding for
     the period. The Company had no common stock equivalents outstanding at
     September 30, 2004. During 2003 the company issued options to purchase
     46,667 shares of common stock at $1.50 per share. During the three months
     ended March 31, 2004, the Company executed a reverse split of the
     outstanding common stock on a one for fifteen basis. The financial
     statements have been restated to reflect the stock split.

     Financial instruments consist primarily of obligations under accounts
     payable and accrued expenses. The carrying amount of obligations under
     accounts payable and accrued expenses approximates fair value because of
     the short maturity of those instruments. The Company has applied certain
     assumptions in estimating these fair values. The use of different
     assumptions or methodologies may have a material effect on the estimates of
     fair value.

     Recently Issued Accounting Standards - The Financial Accounting Standards
     Board has issued SFAS No. 141, Business Combinations, SFAS No. 142,
     Goodwill and Other Intangible Assets, SFAS No. 143, Asset Retirement
     Obligations and SFAS No. 144, Accounting for the Impairment or Disposal of
     Long-Lived Assets. The Company has reviewed the provisions of the new
     accounting pronouncements and does not believe their adoption will have a
     material effect on its financial position and results of its operations.
     The provisions of SFAS No. 144 are effective for fiscal years beginning
     after December 15, 2001 and are not expected to have a material effect on
     the Company's financial position and results of operations when adopted.


                                      F-5
<PAGE>

     In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
     With Exit or Disposal Activities. This Standard requires costs associated
     with exit or disposal activities to be recognized when they are incurred.
     The requirements of SFAS No. 146 apply prospectively after December 31,
     2002, and as such, the Company does not believe that there will be a
     material effect of implementing this provision.

3. OBLIGATIONS TO CONSULTANTS AND VENDORS

     The Company has incurred obligations to numerous consultants, professionals
     and vendors in connection with the maintenance of the corporate entity and
     matters related to the failed attempt to implement the Court Suite software
     business segment.


4. INCOME TAXES

     The Company recognizes deferred income taxes for the differences between
     financial accounting and tax bases of assets and liabilities. Income taxes
     for the three and six month periods ended September 30, 2004 consists of
     the following:

                                                      Three        Nine
                                                     Months       Months
                                                    --------     --------
      Current tax provision (benefit)               $(15,900)    $(65,595)
      Deferred tax provision (benefit)                15,900       65,595
                                                    --------     --------
      Total income tax provision (benefit)          $     --     $     --
                                                    ========     ========

     There were no material temporary book/tax differences for the three month
     period ended September 30, 2004.

     There was a deferred income tax asset of $669,000 at September 30, 2004,
     relating to tax benefits of net operating loss carryforwards of
     approximately $403,000 and $266,000 for deferred compensation. The deferred
     income tax asset is fully offset by a $669,000 valuation allowance. Federal
     and state net operating loss carryforwards of $1,025,000 expire beginning
     in 2020 through 2024.


5. STOCKHOLDERS' DEFICIT

     During the three month period ended March 31, 2004, the Company executed a
     reverse split of the outstanding common stock on a one for fifteen basis.
     The number of common shares presented in these financial statements has
     been retroactively restated to present the stock split as if it had
     occurred at the inception date.

     The Company has authorized up to 5,000,000 shares of Stock preferred stock
     with a par value of $.001 per share. The preferred stock can be issued in
     various series with varying dividend rates and preferences. At September
     30, 2004 there are no issued series or shares of preferred stock.


                                      F-6
<PAGE>



     The Company entered into three deferred compensation agreements during the
     year ended December 31, 2003 totaling $318,000. The individuals elected to
     receive a total of 2,120,000 shares of common stock in lieu of
     compensation. Each of the agreements commenced on June 1, 2003. As of June
     30, 2004, the Company had recognized all $318,000 of the deferred stock
     compensation grant. In connection with these agreements, the Company also
     issued options to purchase 46,667 shares of common stock at $1.50 per
     share.

     During the three month period ended June 30, 2004, the Company issued
     6,232,290 shares of its common stock to its sole officer as repayment for
     cash advances the Company has been using to operate its business. The
     shares were valued at the estimated fair value of $0.06 per share based
     upon the trading price of the shares during that three month period.
     Advances payable of $38,143 were paid, with the additional money being
     applied to compensation expense of the officer.


6. COMMITMENTS AND CONTINGENCIES

     The Company has entered into various consulting agreements. All of the
     consulting agreements have been mutually cancelled.

     The Company may be subject to other unasserted claims associated with the
     abandonment of its attempts to enter new business lines. In the opinion of
     management the ultimate disposition of these potential matters cannot be
     presently assessed.

7. RELATED PARTY TRANSACTIONS

     The Company borrows funds from its sole officer and director for payment of
     operating expenses. During the three month period ended June 30, 2004 the
     Company borrowed an additional $6,400 from this individual and then fully
     repaid the officer all amounts owed to him by the issuance of 6,232,290
     shares of the Company's common stock. During the three month period ended
     September 30, 2004, the Company borrowed an additional $9,600 from this
     individual.





                                  * * * * * * *






                                      F-7
<PAGE>


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

Plan of Operation

THE FOLLOWING INFORMATION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY," "SHALL," "WILL," "COULD," "EXPECT," "ESTIMATE,"
"ANTICIPATE," "PLAN," "PREDICT," "PROBABLE," "POSSIBLE," "SHOULD," "CONTINUE,"
OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE
FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.


On July 13, 2004, the Registrant entered into an Amended Agreement and Plan of
Reorganization (the Reorganization Agreement) whereby the Registrant was to
acquired 100% of the outstanding common stock of Secure Enterprise Software
Inc., a Nevada corporation based in Parsippanny, New Jersey in exchange for
12,284,000 shares of the Registrant's common stock. The Amended Agreement and
Plan of Reorganization amended and replaced the previously announced agreement
dated June 4, 2004. Closing of the Amended Agreement and Plan of Reorganization
was conditioned upon the delivery of audited financial statements of SES.


On September 7, 2004, the Registrant notified Secured Enterprise Software Inc.,
that it was terminating the Reorganization Agreement due to the fact that
audited financial statements had not been delivered as required by the
Reorganization Agreement. As result of the termination, Thomas Welch has ceased
to be the Registrant's President, Chief Financial Officer and a director of the
Registrant. Art Malone, Jr., remains the Chief Executive Officer, Chief
Financial Officer and is the sole director of the Registrant.

The Registrant will continue its prior business of seeking a privately held
company wishing to reorganize with a publicly traded company. The Registrant has
no current agreement with respect to a merger or acquisition with a targeted
company. There is no assurance that the Registrant will be successful in its
plan to merge or acquire another entity. There has been no industry
identification by management.


Liquidity and capital resources

The Company has incurred additional deficits. The Company has no cash or other
liquid assets. The Company is attempting to negotiate settlements with its
creditors. The Company believes that these creditors will settle a majority of
these obligations in exchange for shares of its common stock. The Company paid
for services and reimbursed expenses provided by its director and chief
executive officer during the fiscal quarter ended June 30, 2004 by issuing
6,232,290 shares of common stock.  During the quarter ended September 30, 2004,
the chief executive officer loaned the company $9,600.

Off  balance  sheet  arrangements

The Company's liquidity has not dependent upon off balance sheet transactions.
For the period ended September 30, 2004, the Company did not engage in any off
balance sheet transactions.

                                       3
<PAGE>

Item 3.  Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-14(c). The Company's disclosure controls
and procedures are designed to provide a reasonable level of assurance of
reaching the Company's desired disclosure control objectives. In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company's
certifying officer has concluded that the Company's disclosure controls and
procedures are effective in reaching that level of assurance.

As of the end of the period of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings:      None

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds:   None

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

3.1.    Articles of Incorporation (1) 3.2 ByLaws (1)
3.3     Certificate of Amendment to Articles of Incorporation (2)
10.1    Amended Agreement and Plan of Reorganization dated July 13, 2004 (3)
31.1    Sarbanes Oxley Section 302 Certification
31.2    Sarbanes Oxley Section 302 Certification
32.1    Sarbanes Oxley Section 906 Certification
32.2    Sarbanes Oxley Section 906 Certification

(1)  Incorporated by Reference from the registration statement on form SB-2
     filed on or about July 28, 2000.

(2)  Incorporated by Reference from the registrant's quarterly report on Form
     10-qsb for the fiscal quarter ended March 31, 2004 filed on May 17, 2004.

(3)  Incorporated by Reference from registrant's current report on Form 8-k
     filed on August 11, 2004.

     (b) Reports on Form 8-K: A current report on Form 8-K was filed on August
11, 2004 to report the acquisition of Secure Enterprise Software, Inc. A current
report on Form 8-K was filed on September 9, 2004 to report termination of the
agreement with Secure Enterprise Software, Inc.




                                       4

<PAGE>




                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Action of 1934, as amended, the registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized this 3rd day
of December, 2004.


                                                  SECURED DATA, INC.

                                            By:   /s/ ART MALONE
                                                  ----------------------
                                                   Art Malone
                                                   Chief Executive Officer








                                       5
<PAGE>