<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]  Quarterly  Report  pursuant  to  Section  13 or 15(d) of the Securities
     Exchange  Act  of  1934

     For  the  quarterly  period  ended  May  31,  2002

[ ]  Transition  Report  pursuant to 13 or 15(d) of the Securities Exchange
     Act  of  1934

     For  the  transition  period        to


          Commission  File  Number     000-33389
                                       ---------

                              COYOTE VENTURES CORP.
          -----------------------------------------------------------------
          (Exact name of small Business Issuer as specified in its charter)

     NEVADA                                                 52-2268239
-------------------------------                             -------------------
(State or other jurisdiction of                             (IRS Employer
incorporation  or  organization)                            Identification No.)


P.O. BOX 73575, 1014 ROBSON STREET
VANCOUVER, BRITISH COLUMBIA, CANADA                         V6E 4N2
----------------------------------------                    -----------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number, including area code:             (604) 721-6911
                                                            --------------

     _______________________________________________________________________
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such  shorter period that the issuer was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days  [  ]  Yes    [X]  No

State the number of shares outstanding of each of the issuer's classes of common
stock,  as  of  the latest practicable date:  11,575,000 shares of common stock,
$0.001  par  value  outstanding  as  of  May  31,  2002.


<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item  1.          Financial  Statements

The accompanying unaudited financial statements have been prepared in accordance
with  the  instructions  to Form 10-QSB and Item 310 (b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation  of  financial  position,  results  of  operations, cash flows, and
stockholders'  equity  in  conformity  with  generally  accepted  accounting
principles.  In  the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been  included  and  all  such  adjustments  are  of  a normal recurring nature.
Operating  results  for  the nine months ended May 31, 2002, are not necessarily
indicative  of  the  results that can be expected for the year ending August 31,
2002.



                                       2

<PAGE>










                              COYOTE VENTURES CORP.
                         (An Exploration Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                  MAY 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)








                                       3

<PAGE>

<TABLE>
<CAPTION>

                            COYOTE  VENTURES  CORP.
                         (An Exploration Stage Company)

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                            (Stated in U.S. Dollars)



----------------------------------------------------------
                                      MAY 31     AUGUST 31
                                       2002         2001
----------------------------------------------------------
                                   (Unaudited)   (Audited)
<S>                                 <C>         <C>

ASSETS

Current
  Cash                              $     810   $ 23,592

Capital Asset                           2,481          -
Mineral Property Interest (Note 4)          -          -
                                    ---------------------
                                    $   3,291   $ 23,592
=========================================================

LIABILITIES

Current
  Accounts payable                  $  30,325   $ 30,867

Loan Payable                           25,000     10,000
Due To Shareholder                      9,346          -
Promissory Notes Payable (Note 5)      30,000     20,000
                                    ---------------------
                                       94,671     60,867
                                    ---------------------

SHAREHOLDERS' DEFICIENCY

Share Capital
  Authorized:
    100,000,000 Common shares,
     par value $0.001 per share

  Issued and outstanding:
    11,575,000 Common shares           11,575     11,575

  Additional paid-in capital           43,425     43,425

Deficit Accumulated During
 The Exploration Stage               (146,380)   (92,275)
                                    ---------------------
                                      (91,380)   (37,275)
                                    ---------------------

                                    $   3,291   $ 23,592
=========================================================

Nature Of Operations (Note 2)

</TABLE>


                                       4

<PAGE>

<TABLE>
<CAPTION>

                                  COYOTE  VENTURES  CORP.
                              (An Exploration Stage Company)

                        CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
                                       (Unaudited)
                                 (Stated in U.S. Dollars)



-----------------------------------------------------------------------------------------
                                                                                INCEPTION
                                                                                 MAY 26
                             THREE MONTHS ENDED          NINE MONTHS ENDED       2000 TO
                                   MAY 31                      MAY 31             MAY 31
                             2002          2001          2002          2001        2002
-----------------------------------------------------------------------------------------
<S>                      <C>           <C>           <C>           <C>           <C>

Expenses
  Consulting fees        $     3,000   $         -   $    19,800   $         -   $ 30,800
  General and
   administrative                397             -         1,243           (54)     1,604
  Mineral property
   option payments                 -             -        10,000             -     15,500
  Mineral property
   exploration
   expenditures                    -             -         4,000         3,908     12,273
  Professional fees            3,639         5,506        19,062        31,744     84,805
  Stock transfer fees              -            52             -           495      1,398
                         ----------------------------------------------------------------

Net Loss For The Period        7,036         5,558        54,105        36,093   $146,380
                                                                                 ========
Deficit Accumulated
 During The Exploration
 Stage, Beginning Of
 Period                      139,344        48,462        92,275        17,927
                         ------------------------------------------------------
Deficit Accumulated
 During The Exploration
 Stage, End Of Period    $   146,380   $    54,020   $   146,380   $    54,020
===============================================================================

Net Loss Per Share       $     (0.01)  $     (0.01)  $     (0.01)  $     (0.01)
===============================================================================

Weighted Average Number
 Of Shares Outstanding    11,575,000    11,575,000    11,575,000    11,575,000
===============================================================================
</TABLE>


                                       5

<PAGE>

<TABLE>
<CAPTION>

                                  COYOTE  VENTURES  CORP.
                              (An Exploration Stage Company)

                           CONSOLIDATED STATEMENT OF CASH FLOWS
                                       (Unaudited)
                                 (Stated in U.S. Dollars)


-----------------------------------------------------------------------------------------
                                                                                INCEPTION
                                                                                 MAY 26
                                     THREE MONTHS ENDED   NINE MONTHS ENDED      2000 TO
                                           MAY 31               MAY 31           MAY 31
                                      2002       2001      2002       2001        2002
-----------------------------------------------------------------------------------------
<S>                                 <C>        <C>       <C>        <C>        <C>

Cash Flows From Operating Activity
  Net loss for the period           $ (7,036)  $(5,558)  $(54,105)  $(36,093)  $(146,380)

Adjustments To Reconcile Net
 Loss To Net Cash Used By
 Operating Activity
  Accounts payable and accrued
   liabilities                       (16,647)        -       (542)    (9,049)     30,325
                                    -----------------------------------------------------
                                     (23,683)   (5,558)   (54,647)   (45,142)   (116,055)
                                    -----------------------------------------------------

Cash Flows From Financing
 Activities
  Advances from shareholder             (654)        -      9,346          -       9,346
  Promissory note payable                  -         -     10,000          -      30,000
  Loan payable                        25,000         -     15,000          -      25,000
  Share capital issued                     -         -          -          -      55,000
                                    -----------------------------------------------------
                                      24,346         -     34,346          -     119,346
                                    -----------------------------------------------------

Cash Flows From Investing Activity
  Purchase of capital asset                -         -     (2,481)         -      (2,481)
                                    -----------------------------------------------------

(Decrease) Increase In Cash              663    (5,558)   (22,782)   (45,142)        810

Cash, Beginning Of Period                147     7,538     23,592     47,122           -
                                    -----------------------------------------------------

Cash, End Of Period                 $    810   $ 1,980   $    810   $  1,980   $     810
=========================================================================================
</TABLE>


                                       6

<PAGE>

<TABLE>
<CAPTION>

                             COYOTE  VENTURES  CORP.
                         (An Exploration Stage Company)

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

                                  MAY 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



                                    Common Stock
                           -----------------------------
                                              Additional
                                                Paid-In
                             Shares    Amount   Capital    Deficit      Total
-------------------------------------------------------------------------------
<S>                        <C>         <C>      <C>       <C>         <C>
Shares issued for cash at
 $0.001                     7,500,000  $ 7,500  $      -  $       -   $  7,500

Shares issued for cash at
 $0.01                      4,000,000    4,000    36,000          -     40,000

Shares issued for cash at
 $0.10                         75,000       75     7,425          -      7,500

Net loss for the period             -        -         -    (17,927)   (17,927)
                           ----------------------------------------------------

Balance, August 31, 2000   11,575,000   11,575    43,425    (17,927)    37,073

Net loss for the year               -        -         -    (74,348)   (74,348)
                           ----------------------------------------------------

Balance, August 31, 2001   11,575,000   11,575    43,425    (92,275)   (37,275)

Net loss for the period             -        -         -    (54,105)   (54,105)
                           ----------------------------------------------------

Balance, May 31, 2002      11,575,000  $11,575  $ 43,425  $(146,380)  $(91,380)
                           ====================================================
</TABLE>


                                       7

<PAGE>

                              COYOTE VENTURES CORP.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  MAY 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.     BASIS  OF  PRESENTATION

The  unaudited  consolidated  financial  statements  as of May 31, 2002 included
herein have been prepared without audit pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  United States generally accepted principles have been condensed or omitted
pursuant  to  such  rules  and  regulations.  In  the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have  been  included.  It  is suggested that these financial
statements  be  read  in  conjunction with the August 31, 2001 audited financial
statements  and  notes  thereto.


2.     NATURE  OF  OPERATIONS

a)     Organization

The  Company  was  incorporated in the State of Nevada, U.S.A., on May 26, 2000.

b)     Exploration  Stage  Activities

The  Company  has  been in the exploration stage since its formation and has not
yet  realized any revenues from its planned operations.  It is primarily engaged
in  the  acquisition  and  exploration of mining properties.  Upon location of a
commercial minable reserve, the Company expects to actively prepare the site for
its  extraction  and  enter  a  development  stage.

c)     Going  Concern

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss  of  $146,380  for the period from May 26, 2000 (inception) to May 31,
2002, and has no sales.  The future of the Company is dependent upon its ability
to  obtain  financing and upon future profitable operations from the development
of  its  mineral  properties.  Management  has  plans to seek additional capital
through  a  private  placement  and  public  offering  of its common stock.  The
financial  statements  do  not  include  any  adjustments  relating  to  the
recoverability  and  classification  of  recorded  assets, or the amounts of and
classification  of  liabilities that might be necessary in the event the Company
cannot  continue  in  existence.


                                       8

<PAGE>

                              COYOTE VENTURES CORP.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  MAY 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.     SIGNIFICANT  ACCOUNTING  POLICIES

The  financial  statements  of the Company have been prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States.  Because a
precise  determination  of  many assets and liabilities is dependent upon future
events,  the  preparation  of  financial  statements  for  a  period necessarily
involves  the  use  of  estimates  which have been made using careful judgement.

The  financial  statements have, in management's opinion, been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant  accounting  policies  summarized  below:

a)     Consolidation

These  financial  statements  include  the  accounts  of  the  Company  and  its
wholly-owned  subsidiary,  Coyote-Flint  Exploration  Corp.,  a British Columbia
corporation.

b)     Mineral  Property  Option  Payments  and  Exploration  Costs

The  Company  expenses  all  costs related to the maintenance and exploration of
mineral claims in which it has secured exploration rights prior to establishment
of  proven  and probable reserves.  To date, the Company has not established the
commercial  feasibility  of  its exploration prospects, therefore, all costs are
being  expensed.

c)     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 for the reporting period.  Actual
results  could  differ  from  these  estimates.

d)     Foreign  Currency  Translation

Transactions  in  foreign  currency are translated into U.S. dollars as follows:

     i)   monetary  items  at  the  rate  prevailing  at the balance sheet date;
    ii)   non-monetary  items  at  the  historical  exchange  rate;
   iii)   revenue  and  expense  at  the  average  rate  in  effect  during  the
          applicable  accounting  period.


                                       9

<PAGE>

                              COYOTE VENTURES CORP.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  MAY 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

e)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for Income taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability approach for financial accounting, and reporting on income
taxes.  If it is more likely than not that some portion or all of a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.

f)     Net  Loss  Per  Share

The  loss  per  share  is calculated using the weighted average number of common
shares  outstanding  during  the  year.  Fully  diluted  loss  per  share is not
presented,  as  the  impact  of  the  exercise  of  options  is  anti-dilutive.


4.     MINERAL  PROPERTY

The  Company  has  entered  into  an  option  agreement, dated July 15, 2000, as
amended,  to  acquire  a  100%  interest in a mineral claim block located in the
Slocan  Mining  Division  of  British  Columbia.

In  order  to  earn  its interest, the Company must make cash payments and incur
exploration  expenditures  as  follows:

     Cash  payments:

-     $5,000  on  execution  of  the  agreement
-     $10,000  by  December  31,  2001
-     $50,000  by  June  30,  2002
-     $500,000  by  December  31,  2002

Exploration  expenditures:

-     $2,000  by  December  31,  2000
-     A  further  $10,000  by  September  30,  2001
-     A  further  $100,000  by  December  31,  2002


                                      10

<PAGE>

                              COYOTE VENTURES CORP.
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  MAY 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



5.     PROMISSORY  NOTES  PAYABLE

The  promissory  notes bear interest at 5% per annum and is repayable in full on
or before December 31, 2002.  The notes are due to a party related to an officer
of  the  Company.


6.     CONTINGENCY

     Mineral  Property

The  Company's mineral property interest has been acquired pursuant to an option
agreement.  In  order  to retain its interest the Company must satisfy the terms
of  the  option  agreement  described  in  Note  4.


7.     COMMITMENT

The  Company  has  entered  into  an  agreement  with  its  president to provide
management  services  at  $1,000  per  month,  expiring  March  31,  2002.

The  agreement allows for the payment of the management fee to be deferred until
such  time  the  Company  has  positive  working  capital  of  at least $50,000.



                                      11

<PAGE>

Item  2.     Management's  Discussion  and  Analysis  or  Plan  of  Operations

FORWARD  LOOKING  STATEMENTS

This  report  on  Form 10-QSB contains certain forward-looking statements within
the  meaning  of  the  Securities  Exchange  Act  of 1934, as amended, and other
applicable  securities laws.  All statements other than statements of historical
fact  are  "forward-looking  statements"  for  purposes  of  these  provisions,
including  any  projections of earnings, revenues, or other financial items; any
statements  of  the  plans,  strategies, and objectives of management for future
operation;  any  statements  concerning  proposed  new  products,  services,  or
developments,  any  statements  regarding  future  economic  conditions  or
performance,  statements  of belief, and any statement of assumptions underlying
any  of  the foregoing.  Such forward-looking statements are subject to inherent
risks  and  uncertainties, and actual results could differ materially from those
anticipated  by  the  forward-looking  statements.

OVERVIEW

We  were  incorporated  on  May  26,  2000  in  the  State  of Nevada. We are an
exploration  stage company engaged in the acquisition and exploration of mineral
properties.  We acquired the option to earn a 100% interest in the Slocan Mining
Division  of  the  Province  of British Columbia in the country of Canada and is
referred  to by us as the Flint mineral claim. However, we recently did not make
a  payment  to  maintain  our  interest  in the option and we no longer hold any
interest  to the property.  We sought an extension of the payment date to August
31,  2002  from John D. MacPherson, the grantor of the option, but were refused.
Our  business  plan was to carry out exploration work on the Flint mineral claim
in  order  to ascertain whether it possesses commercially developable quantities
of  gold,  silver,  lead  or  zinc.  We  now  plan  to search for other business
opportunities  or  properties.

Option  Agreement

We entered into an option agreement dated July 15, 2000 with John D. MacPherson.
Under  the  option  agreement, we were granted the exclusive right and option to
acquire  a 100% interest in certain mineral claims in the Slocan Mining Division
of  the  Province  of  British Columbia for a total consideration of $565,000 US
plus the payment of exploration expenditures on the Flint mineral claim totaling
$112,000  US.  This  option  agreement  was  amended  by mutual agreement of the
parties on March 22, 2001, and was then amended again on June 29, 2001 to extend
the  date of a $10,000 payment from June 30, 2001 to September 1, 2001.  A third
amendment to the option agreement was executed by the parties on August 15, 2001
in which John D. MacPherson agreed to extend the date for payment of the $10,000
due  on  September 1, 2001 to December 31, 2001 in exchange for $500.  All these
option  payments  were  timely  made.

We recently did not make the $50,000 payment to John D. MacPherson which was due
on June 30, 2002 in order to maintain our interest in the Flint Claim Group.  As
a  result,  we  no  longer  hold any interest in the Property.  A request for an
extension  of  the  payment due date to August 31, 2002 in order to permit us to
complete  Phase  II  of  the  work  program recommended on the property prior to
making the payment was refused.    It was not practicable for us to complete the
work  program  prior  to  June  30  because  of  snow conditions due to the high
elevation  of  the property.  Our geological consultant could not recommend that
we  make  the required payment to maintain the option without


                                      12

<PAGE>

the  results  of  the  completed second phase of the work program. Our directors
elected not to make the payment based on the advice of the geological consultant
and  will  seek  another  property  or  business  opportunity  for  the Company.

The  option  agreement  had  provided  that  we  have the right to terminate the
agreement  at  any  time  for  any  reason.

Location  and  Access  of  the  Flint  Mineral  Claim

The  mineral  claim  comprising  the  Flint  Claim  consists  of a mineral claim
covering  approximately  556  acres located in the Slocan Mining Division in the
Province  of  British  Columbia,  Canada.  The property is located in the Slocan
Mining  Division  of  Southwest  British Columbia on the slopes of Mount Carlyle
approximately seven (7) miles west of the town of Kaslo, British Columbia and is
accessible  by vehicle from Kaslo via the Kaslo-New Denver paved highway about 4
miles  west  of  Kaslo,  thence  by  the Keen Creek road, westerly for about 4.5
miles,  then  by  4-wheel  drive  road up the valley of Carlyle Creek to the old
workings  of  the  Martin  and  Flint  veins.

Phase  II  Work  Conducted

Phase  II was expected to have been completed at this time but it was not due to
weather  and  our failure to make an option payment.  It was not practicable for
us  to  complete  the  work  program  prior  to the June 30, 2002 payment on the
property  option  because  of  snow  conditions due to the high elevation of the
property.  Our  geological  consultant  could  not  recommend  that  we make the
required  payment  to  maintain  the option without the results of the completed
second  phase  of  the  work program.  However, since we did not make the option
payment  to  John  MacPherson  as required by the option agreement, we currently
hold  no  interest  in  the  property.


RESULTS  OF  OPERATIONS

We  did  not earn any revenues during the nine-month period ending May 31, 2002.
Since  we  are  currently searching for a new business, we are unable to predict
when  we  might  generate  revenues.
We  incurred  operating  expenses  in  the amount of $54,105 for the nine-months
ended  May 31, 2002. This amount consisted primarily of professional fees in the
amount of $19,062 and mineral property option payments in the amount of $10,000.
We  incurred  operating  expenses  in  the amount of $7,036 for the three-months
ended  May  31,  2002 versus $5,506 for the same period in 2001. These operating
expenses were comprised of professional fees in the amount of $3,639, consulting
fees  of  $3,000  and  general  and  administrative  expense  of  $397.

We  incurred  a  loss  of  $54,105  for  the nine-months ended May 31, 2002, and
$39,093  for  the nine-months ended May 31, 2001.  Our net loss was attributable
entirely  to  our  operating expenses. From inception on May 26, 2000 to May 31,
2002,  we incurred a loss of $146,380. Our net loss was attributable entirely to
our  operating  expenses, which were comprised primarily of professional fees in
the  amount  of  $84,804.

FINANCIAL  CONDITION

Liquidity  and  Financial  Condition


                                      13

<PAGE>

We  had cash of $810 as of May 31, 2002. This is insufficient to pay our current
administrative  expenses.  At  May  31,  2002  there was insufficient capital to
complete  phase  two  of  our  exploration  program  for the Flint mineral claim
property.

PLAN  OF  OPERATIONS

With  the loss of our interest in the Flint mineral claim, we now plan to pursue
other  business  opportunities.  We  are  currently  searching  for  suitable
opportunities.  Any  new  business  or  property would likely require additional
financing.  We  anticipate that additional funding will be in the form of equity
financing  from  the private offering and sale of our common stock.  However, we
cannot  provide  investors  with  any  assurance  that  we will be able to raise
sufficient  funding  from  the  sale  of our common stock.  We believe that debt
financing  will not be an alternative.  We do not have any arrangements in place
for  any  future  equity  financing.

We  believe that our cash reserves are also insufficient to meet our obligations
for  the next twelve-month period to pay for the legal and accounting expense of
complying  with  our  obligations  as  a  reporting  issuer under the Securities
Exchange  Act  of  1934.  These  expenses  will  be  in  addition to the cost of
searching  for  and  acquiring  a  new  business  opportunity.

If  we  are  successful in completing an equity financing, existing shareholders
will  experience dilution of their interest in our company.  In the event we are
not successful in raising additional financing, we may decide to discontinue our
current  business  plan  and seek other business opportunities.  In the event no
other  such  opportunities  are  available,  we  may  be  forced  to discontinue
business.

Due to our lack of operating history and present inability to generate revenues,
our  auditors  have stated their opinion that there currently exists substantial
doubt  about  our  ability  to  continue  as  a  going  concern.



                                      14

<PAGE>


PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings

     None

Item  2.  Changes  in  Securities

     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.

EXHIBITS

     None

REPORTS  ON  FORM  8-K

Form  8-K  filed  July  9,  2002  announcing  the Company did not make a $50,000
payment  necessary  to maintain the Company's interest in the Flint Group Claim.


                                      15

<PAGE>


                                   SIGNATURES

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

COYOTE VENTURES CORP.

Date:  July 12, 2002


By: /s/ Scott Houghton
    ---------------------------
    Scott Houghton,
    President