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
                                  JUNE  30,  2001
OR
[  ]      TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR
          15(D)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934
          FOR  THE  TRANSITION  PERIOD  FROM   TO

                         COMMISSION  FILE  NUMBER  0-31387

                              PROTEQUE  CORPORATION
             (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

                         CASSIA  ACQUISITION  CORPORATION
             (FORMER  NAME  OF  REGISTRANT  AS  SPECIFIED  IN  ITS  CHARTER)

 DELAWARE                                              52-2257547
(STATE  OR  OTHER  JURISDICTION                     (I.R.S.  EMPLOYER
 OF  INCORPORATION  ORGANIZATION)                 OR  IDENTIFICATION  NO.)

                      4020  WESTCHASE  BOULEVARD,  SUITE  220C
                          RALEIGH,  NORTH  CAROLINA  27607
               (ADDRESS  OF  PRINCIPAL  EXECUTIVE  OFFICES  (ZIP  CODE)

                                  800/953-9250
              (REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE)

INDICATE  BY CHECK MARK WHETHER THE REGISTRANT (1) FILED ALL REPORTS REQUIRED TO
BE  FILED  BY  SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE  LAST 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

INDICATE  THE  NUMBER  OF  SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON  EQUITY,  AS  OF  THE  LATEST  PRACTICABLE  DATE.

CLASS                                  OUTSTANDING  AT  JUNE  30,  2001
COMMON  STOCK,  PAR  VALUE  $0.0001     3,760,000


<PAGE>



PART  I  --  FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS

                          CASSIA  ACQUISITION  CORPORATION
                          (A  DEVELOPMENT  STAGE  COMPANY)
                                  BALANCE  SHEET
                               AS  OF  JUNE  30,  2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                            ASSETS

<S>
                                             <C>
CASH                                       $  --
                                            -------
TOTAL  ASSETS                              $  --
                                            =======
LIABILITIES  AND  STOCKHOLDER'S  EQUITY

LIABILITIES

AMOUNTS  DUE  RELATED  PARTIES             $145,600
 FOR  OPERATING  EXPENSES

STOCKHOLDER'S  DEFICIT

PREFERRED  STOCK,  $.0001  PAR  VALUE,
 20,000,000  SHARES  AUTHORIZED,  NONE
 ISSUED  AND  OUTSTANDING                     --

COMMON  STOCK,  $.0001  PAR  VALUE,
 100,000,000  SHARES  AUTHORIZED,
 3,760,000  ISSUED  AND  OUTSTANDING           376

ADDITIONAL  PAID_IN  CAPITAL                   535

DEFICIT  ACCUMULATED  DURING
  DEVELOPMENT  STAGE                      (146,135)
                                          ---------
TOTAL                                     (145,224)

LESS  STOCK  SUBSCRIPTIONS  RECEIVABLE        (376)
                                          ---------
TOTAL  STOCKHOLDERS'  DEFICIT             (145,600)

                                          ---------
TOTAL  LIABILITIES  AND
   STOCKHOLDER'S  EQUITY                $     -
                                          =========

   SEE  ACCOMPANYING  NOTES  TO  FINANCIAL  STATEMENTS
</TABLE>

<PAGE>
                         CASSIA  ACQUISITION  CORPORATION
                          (A  DEVELOPMENT  STAGE  COMPANY)
                             STATEMENT  OF  OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                  THREE  MONTHS  ENDED    SIX  MONTHS  ENDED      MARCH  24,  1999
                 ----------------------   --------------------    (INCEPTION)  TO
                  JUNE 30,   JUNE 30,     JUNE 30,    JUNE 30,    JUNE  30,
                    2001       2000         2001        2000      2001


<S>                    <C>       <C>           <C>        <C>          <C>
INCOME           $      -    $   -       $     -      $  -         $    -

EXPENSES
 ORGANIZATION
  EXPENSE               -        -             -          -              535
 GENERAL  AND
  ADMINISTRATIVE   145,600       -          145,600       -           145,600
                  -----------------        --------------------     --------------
TOTAL  EXPENSES    145,600       -          145,600       -           146,135
                ------------------         --------------------     --------------
NET  LOSS        $(145,600)     $-         $(145,600)  $  -        $ (146,135)
                ==================        ====================     ==============


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                          CASSIA  ACQUISITION  CORPORATION
                          (A  DEVELOPMENT  STAGE  COMPANY)
                            STATEMENTS  OF  CASH  FLOWS
                                    UNAUDITED

                                                                     MARCH  24, 1999
                                      SIX  MONTHS  ENDED             (INCEPTION)
<BTB>                           JUNE 30, 2001   JUNE 30, 2000        TO  JUNE 30, 2001

<S>                                  <C>              <C>                <C>
CASH  FLOWS  FROM  OPERATING
    ACTIVITIES:
 NET  LOSS                       $ (145,600)        $   -           $   (146,135)
 ADJUSTMENTS  TO  RECONCILE
 NET  LOSS  TO  NET  CASH
 USED  IN  OPERATING  ACTIVITIES
 CONTRIBUTED  EXPENSES                  -                -                   535
 INCREASE  IN  ACCOUNTS
   PAYABLE  TO  RELATED  PARTIES     145,600             -               145,600
                                   ----------        ----------       -----------
 NET  CASH  USED  IN  OPERATING
  ACTIVITIES                            -                -                  -

CASH  FLOWS  FROM  INVESTING
 ACTIVITIES                             -                -                  -

CASH  FLOWS  FROM  FINANCING
ACTIVITIES:
PROCEEDS  FROM  ISSUANCE  OF
 COMMON  STOCK                          -                -                  100
REDEMPTION  OF  COMMON  STOCK           (100)            -                 (100)
                                    ----------        ----------      -----------
NET  CASH  PROVIDED  BY  (USED  IN)
 FINANCING  ACTIVITIES                  (100)            -                   -
                                    ----------        ----------      -----------
INCREASE  IN  CASH  AND  CASH
 EQUIVALENTS                            (100)            -                   -
CASH  AND  CASH  EQUIVALENTS
 BEGINNING  OF  PERIOD                   100            100                  -
                                    ----------         ---------      -----------
CASH  AND  CASH  EQUIVALENTS
  END  OF  PERIOD                     $  -            $ 100            $     -
                                    ===========        =========       ==========


            SEE  ACCOMPANYING  NOTES  TO  FINANCIAL  STATEMENT.
</TABLE>


A.  ORGANIZATION  AND  BUSINESS  OPERATIONS

CASSIA ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) ("THE COMPANY") WAS
INCORPORATED  IN  DELAWARE  ON  MARCH 24, 1999 TO SERVE AS A VEHICLE TO EFFECT A
MERGER,  EXCHANGE  OF  CAPITAL  STOCK,  ASSET  ACQUISITION  OR  OTHER  BUSINESS
COMBINATION  WITH  A  DOMESTIC OR FOREIGN PRIVATE BUSINESS. AT JUNE 30, 2001 THE
COMPANY'S  PLANNED  PRINCIPAL  OPERATIONS  HAD  NOT COMMENCED.  THE COMPANY HAD,
HOWEVER,  INCURRED  EXPENSES  IN  CONNECTION  WITH  THE ACQUISITION OF A LICENSE
AGREEMENT  FOR  THE  EXCLUSIVE  RIGHTS TO A PHARMACEUTICAL PRODUCT (SEE NOTE 3).

THE  COMPANY  HAS ENTERED INTO DISCUSSIONS WITH A PHARMACEUTICAL COMPANY FOR THE
ACQUISITION  OF  SEVERAL OF THAT COMPANY'S PRODUCTS (SEE NOTE 4).  THE COMPANY'S
FISCAL  YEAR  END  IS  DECEMBER  31.

THE  COMPANY'S  BOARD OF DIRECTORS HAS AUTHORIZED A CHANGE IN THE COMPANY'S NAME
TO  PROTEQUE  CORPORATION,  SUCH  CHANGE  BEING  MADE  EFFECTIVE  JULY  3, 2001.

B.  USE  OF  ESTIMATES

THE  PREPARATION  OF  THE  FINANCIAL  STATEMENTS  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.

C.  CASH  AND  CASH  EQUIVALENTS

FOR  PURPOSES  OF  THE STATEMENT OF CASH FLOWS, THE COMPANY CONSIDERS ALL HIGHLY
LIQUID  INVESTMENTS  PURCHASED WITH AN ORIGINAL MATURITY OF THREE MONTHS OR LESS
TO  BE  CASH  EQUIVALENTS.

NOTE  2  STOCKHOLDERS'  DEFICIT

A.  PREFERRED  STOCK

THE  COMPANY  IS  AUTHORIZED  TO  ISSUE  20,000,000 SHARES OF PREFERRED STOCK AT
$.0001  PAR  VALUE,  WITH  SUCH  DESIGNATIONS,  VOTING  AND  OTHER  RIGHTS  AND
PREFERENCES  AS  MAY  BE DETERMINED FROM TIME TO TIME BY THE BOARD OF DIRECTORS.

B.  COMMON  STOCK

THE  COMPANY IS AUTHORIZED TO ISSUE 100,000,000 SHARES OF COMMON STOCK AT $.0001
PAR  VALUE.  DURING 1999 THE COMPANY ISSUED 1,000,000 SHARES OF ITS COMMON STOCK
TO  PIERCE  MILL ASSOCIATES, INC. PURSUANT TO SECTION 4(2) OF THE SECURITIES ACT
OF  1933  FOR  AN  AGGREGATE  CONSIDERATION  OF $100.  IN JUNE 2001, THE COMPANY
REDEEMED  THE  1,000,000  OUTSTANDING  SHARES AT PAR VALUE, AND ISSUED 3,760,000
SHARES  TO  AN  AFFILIATE  AT  PAR  VALUE.

THE  COMPANY  HAS  ISSUED  WARRANTS TO ACIBAR INVESTMENTS INTERNATIONAL, LTD. TO
PURCHASE OF UP TO 400,000 SHARES OF THE COMPANY'S COMMON STOCK AT PRICES RANGING
FROM  $.75  PER  SHARE TO $8.00 PER SHARE, EXERCISABLE AT ANY TIME UNTIL MAY 23,
2008.

C.  ADDITIONAL  PAID-IN  CAPITAL

ADDITIONAL  PAID-IN  CAPITAL  AT MARCH 31, 2001 REPRESENTS THE FAIR VALUE OF THE
AMOUNT  OF  ORGANIZATION  AND  PROFESSIONAL COSTS INCURRED BY RELATED PARTIES ON
BEHALF  OF  THE  COMPANY  UNDER  A  BUSINESS  SERVICES  AGREEMENT  (SEE NOTE 3).

NOTE  3  RELATED  PARTY  TRANSACTIONS  AND  AGREEMENTS

BUSINESS  SERVICES  AGREEMENT

ON  APRIL  1,  1999,  THE  COMPANY  SIGNED  AN AGREEMENT WITH ROCK CREEK CAPITAL
CORPORATION  ("ROCK  CREEK"),  A  FIRM OWNED BY A DIRECTOR OF THE COMPANY, UNDER
WHICH  ROCK CREEK WOULD PROVIDE CERTAIN BUSINESS SERVICES, WITHOUT REIMBURSEMENT
FROM  THE  COMPANY,  UNTIL  THE  COMPANY  ENTERS  INTO A BUSINESS COMBINATION AS
DESCRIBED IN NOTE 1(A).  THIS AGREEMENT WAS CANCELLED BY MUTUAL AGREEMENT OF THE
COMPANY  AND  ROCK  CREEK CAPITAL IN CONNECTION WITH THE REDEMPTION OF SHARES OF
COMMON  STOCK  DESCRIBED  IN  NOTE  2  (B)  ABOVE.

LICENSE  AGREEMENT

THE  COMPANY  HAS  ENTERED INTO A LICENSE AGREEMENT WITH PROTEQUE HOLDINGS, INC,
AND PROTEQUE INTERNATIONAL, LLC (COLLECTIVELY REFERRED TO AS "PROTEQUE") FOR THE
EXCLUSIVE  RIGHTS  TO  THE  INTELLECTUAL  PROPERTY  RELATED TO PROTEQUE SPS SKIN
PROTECTION  SYSTEM.  THE  COMPANY'S  PRESIDENT  AND CHIEF EXECUTIVE OFFICER IS A
PRINCIPAL  OWNER  OF  PROTEQUE  HOLDINGS, INC., AND PROTEQUE INTERNATIONAL, LLC.
UNDER  THE  LICENSE  AGREEMENT  THE  COMPANY  WILL PAY AN INITIAL FEE AND ANNUAL
ROYALTIES  TO  PROTEQUE.

MANAGEMENT  AGREEMENT

THE COMPANY HAS ENTERED INTO A MANAGEMENT AGREEMENT WITH PROTEQUE INTERNATIONAL,
LLC  UNDER WHICH PROTEQUE INTERNATIONAL, LLC WILL BE THE EXCLUSIVE AGENT FOR THE
SUPERVISION,  DIRECTION  AND  CONTROL OF OPERATIONS, MARKETING, DISTRIBUTION AND
SALES OF PROTEQUE SPS SKIN PROTECTION SYSTEM.  THE AGREEMENT WILL CONTINUE UNTIL
DECEMBER  1,  2001,  UNLESS  TERMINATED  EARLIER  BY  AGREEMENT  OF THE PARTIES.
PROTEQUE  INTERNATIONAL,  LLC  IS  A  RELATED  PARTY  AS  DESCRIBED  ABOVE.

AMOUNTS  DUE  RELATED  PARTIES

PROTEQUE  INTERNATIONAL,  LLC  HAS  INCURRED  VARIOUS  EXPENSES ON BEHALF OF THE
COMPANY,  INCLUDING LEGAL COSTS, MANAGEMENT SERVICES, MARKET RESEARCH RELATED TO
PHARMACEUTICAL  PRODUCTS THAT MAY BE ACQUIRED BY THE COMPANY, AND OTHER MATTERS.
THROUGH  JUNE  30,  2001 THE COST OF THOSE EXPENSES IS ESTIMATED TO BE $145,600,
WHICH  ARE  PAYABLE  BY  THE  COMPANY  TO  PROTEQUE  INTERNATIONAL,  LLC.

NOTE  4  POTENTIAL  TARGET  PRODUCTS

THE  COMPANY  HAS  HAD PRELIMINARY DISCUSSIONS WITH A PHARMACEUTICAL COMPANY FOR
THE  ACQUISITION  OF  SEVERAL  PHARMACEUTICAL PRODUCTS.  THE COMPANY HAS NOT YET
ENTERED  INTO  ANY  AGREEMENTS AND CANNOT PREDICT WHEN IT WILL DO SO, IF AT ALL.

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

CHANGES  IN  CONTROL  OF  THE  COMPANY

ON  JUNE 20, 2001, CASSIA ACQUISITION CORPORATION REDEEMED 1,000,000 OUTSTANDING
SHARES  OF  COMMON  STOCK  FROM  PIERCE  MILL  ASSOCIATES,  INC.,  ITS THEN SOLE
SHAREHOLDER  AND AUTHORIZED THE ISSUANCE OF UP TO 4,000,000 SHARES OF ITS COMMON
STOCK  TO  AN  AFFILIATE  AT  PAR  VALUE.

ON  JUNE  20,  2001,  THE  SOLE OFFICER AND DIRECTOR OF CASSIA RESIGNED AND FRED
BRACHMAN  WAS  APPOINTED  CHIEF  EXECUTIVE  OFFICER AND PRESIDENT OF CASSIA, AND
DOUGLAS  KINNEY  WAS  APPOINTED  CHIEF  FINANCIAL  OFFICER,  VICE  PRESIDENT AND
SECRETARY  AND  3,760,000  SHARES  OF  COMMON  STOCK  WERE  ISSUED AT PAR VALUE.

ON  JULY  3,  2001,  CASSIA  CHANGED  ITS  NAME  TO  PROTEQUE  CORPORATION.

BUSINESS  STRATEGY

THE  COMPANY  PLANS  TO  ACQUIRE  EXISTING  BRANDED  PHARMACEUTICAL PRODUCTS AND
INCREASE THEIR SALES AND EARNINGS THROUGH PROVEN LEVERAGING OF BRAND, ASSETS AND
CHANNEL  MARKET  RELATIONSHIPS.  THE  COMPANY  INTENDS  TO  ACQUIRE A VARIETY OF
BRANDED PRESCRIPTION PRODUCTS PRIMARILY IN THE FOLLOWING OVERLAPPING THERAPEUTIC
AREAS:  DERMATOLOGY, ANTI-INFECTIVE PRODUCTS, ANTI-INFLAMMATORY, WOUND CARE, AND
IMMUNOLOGY/ALLERGY.  THE  COMPANY  WILL  TARGET  PHARMACEUTICAL  PRODUCTS  AND
PHARMACEUTICAL  COMPANIES AND WILL SEEK TO ACQUIRE THE RIGHTS TO THOSE PRODUCTS.
TARGET  PRODUCTS  WILL  GENERALLY  BE BRANDED PRODUCTS IN TECHNOLOGICALLY MATURE
PRODUCT SEGMENTS WITH HIGH SALES VOLUMES AND DISTRIBUTED THROUGH TRADITIONAL AND
EMERGING CHANNELS.  IN ORDER TO MEET ITS BUSINESS STRATEGY, THE COMPANY MAY FROM
TIME  TO  TIME  ACQUIRE  SMALLER  PHARMACEUTICAL  OR  OTHER  COMPANIES.

LICENSE  AGREEMENT  WITH  PROTEQUE  HOLDINGS,  INC.

THE  COMPANY  HAS  ENTERED INTO A LICENSE AGREEMENT WITH PROTEQUE HOLDINGS, INC.
AND  PROTEQUE  INTERNATIONAL,  LLC  FOR  THE EXCLUSIVE MARKETING, MANUFACTURING,
PATENTS,  KNOW-HOW  AND  OTHER INTELLECTUAL PROPERTY RIGHTS OF PROTEQUE SPS SKIN
PROTECTION  SYSTEM  (THE  "PRODUCT"),  AN  FDA OVER-THE-COUNTER NON-STEROID SKIN
PROTECTANT  TO  PREVENT  AND  RELIEVE  ECZEMA  SYSTEMS  IN  CHILDREN,  ADULTS,
PHYSICIANS,  AND  NURSES.  UNDER THE TERMS OF THE LICENSE AGREEMENT, THE COMPANY
WILL PAY AN INITIAL FEE AND ANNUAL ROYALTIES TO PROTEQUE. THE COMPANY INTENDS TO
CONTINUE  MARKETING PROTEQUE SPS AND WILL CONDUCT NECESSARY CLINICAL RESEARCH TO
DEVELOP  PRESCRIPTION  PRODUCT  LINE  EXTENSIONS  FOR  PROTEQUE  SPS.

THE  LICENSE  AGREEMENT PROVIDES THE COMPANY THE EXCLUSIVE RIGHT FOR 99 YEARS TO
EXPLOIT  THE INTELLECTUAL PROPERTY OF PROTEQUE HOLDINGS, INC. WHICH INCLUDES THE
RESEARCH,  DEVELOPMENT,  TEST  RESULTS,  PATENTS,  TRADE  SECRETS,  TRADEMARKS,
MARKETING  AND  SALES  PROCESSES  AND CONTRACTS, MANUFACTURING PROCESSES FOR THE
PRODUCT IN CONSIDERATION FOR AN INITIAL PAYMENT TO PROTEQUE INTERNATIONAL LLC OF
$500,000  AND  ON-GOING  ROYALTIES  TO  PROTEQUE  INTERNATIONAL LLC AND PROTEQUE
HOLDINGS,  INC.  AGGREGATING  AS  FOLLOWS:

     10% OF  ALL  ANNUAL  NET  SALES  UP  TO  $1,000,000;
     5%  OF  ALL  ANNUAL  NET  SALES  IN  EXCESS  OF
          $1,000,000  BUT  LESS  THAN  $5,000,000;
     3%  OF  ALL  ANNUAL  NET  SALES  IN  EXCESS  OF  $5,000,000  BUT  LESS
          THAN  $10,000,000;  AND
     2%  OF  ALL  ANNUAL  NET  SALES  GREATER  THAN  $10,000,000.


     ROYALTIES  WILL  BE  PAID  AS  FOLLOWS:

     FIRST  $300,000  TO  BE  PAID  TO  PROTEQUE  HOLDINGS,  INC.;
     AFTER  PAYMENT  OF  THE  FIRST  $300,000,
           1%  TO  BE  PAID  TO  PROTEQUE  HOLDINGS,  INC.  AND  99%
           TO  BE  PAID  TO  PROTEQUE  INTERNATIONAL,  LLC.

     THE  AGGREGATE  MINIMUM  ROYALTY  (AFTER  PAYMENT  OF  THE
INITIAL  $500,000  PAYMENT)  IS:

     YEAR  1:     $50,000
     YEAR  2:     $50,000
     YEAR  3:     $100,000
     YEAR  4:     $100,000
     YEAR  5:     $100,000

IN  THE EVENT THAT THE COMPANY FAILS TO PAY THE MINIMUM AMOUNT OF ROYALTIES WHEN
DUE,  THE  LICENSE AGREEMENT WILL TERMINATE AND ALL INTELLECTUAL PROPERTY RIGHTS
WILL  REVERT  TO  PROTEQUE  HOLDINGS,  INC.

THE COMPANY IS CURRENTLY NEGOTIATING WITH AN UNRELATED PHARMACEUTICAL COMPANY TO
ACQUIRE  TWO  OF ITS PRODUCTS.  OTHER PRODUCTS ARE CURRENTLY BEING EVALUATED FOR
POSSIBLE  ACQUISITION.

THERE  ARE NO ASSURANCES THAT THE COMPANY WILL BE SUCCESSFUL IN ITS NEGOTIATIONS
FOR  PRODUCT  ACQUISITIONS.  ADDITIONALLY, THE COMPANY'S ABILITY TO SUCCESSFULLY
COMPLETE SUCH ACQUISITIONS WILL DEPEND UPON THE AVAILABILITY OF ADEQUATE SOURCES
OF  FUNDING  FOR  THOSE  ACQUISITIONS.

MANAGEMENT

THE  COMPANY'S  PLANS  WILL BE IMPLEMENTED BY ITS MANAGEMENT TEAM. THAT TEAM HAS
EXPERIENCE  IN  PRODUCT  IN-LICENSING AND BUILDING SALES OF BRANDED PRODUCTS AND
PROVEN  TECHNOLOGIES.

THE COMPANY HAS ENTERED INTO A MANAGEMENT AGREEMENT WITH PROTEQUE INTERNATIONAL,
LLC TO ASSIST WITH THE TRANSACTIONS CONTEMPLATED BY THE LICENSE AGREEMENT AND TO
ENSURE  A  CONTINUITY  OF  THE  MARKETING, DISTRIBUTION AND SALE OF THE PRODUCT.

THE  MANAGEMENT  AGREEMENT PROVIDES THAT PROTEQUE INTERNATIONAL, LLC WILL ACT AS
THE  COMPANY'S EXCLUSIVE AGENT FOR THE SUPERVISION, DIRECTION AND CONTROL OF THE
OPERATION AND MANAGEMENT OF THE MARKETING, DISTRIBUTION AND SALE OF THE PRODUCT.
THE AGREEMENT WILL CONTINUE UNTIL DECEMBER 1, 2001, UNLESS TERMINATED EARLIER BY
AGREEMENT  OF  THE  PARTIES.  PROTEQUE  WILL  BE  REIMBURSED  ALL  ORDINARY  AND
REASONABLE  EXPENSES  INCLUDING  SALARIES, OFFICE EXPENSES, TRAVEL, TRADE SHOWS,
CONFERENCES,  PRODUCTION  AND  STORAGE  OF  INVENTORY  AND  OTHER  MARKETING,
DISTRIBUTION  AND  SALES  EXPENSES.  THE  COMPANY  HAS  DETERMINED  THAT  SUCH
MANAGEMENT  AGREEMENT  WILL  PROVIDE  CONTINUITY AND EXPERTISE IN THE MARKETING,
DISTRIBUTION  AND  SALE  OF  THE  PRODUCT.

CAPITAL  RESOURCES

THE  COMPANY  CURRENTLY  HAS  NO  CASH  ON  HAND.

FINANCING  AGREEMENT

ON  JUNE  26,  2001,  THE COMPANY ENTERED INTO A FINANCING AGREEMENT WITH ACIBAR
INVESTMENTS  INTERNATIONAL,  LTD  IN THE FORM OF AN EQUITY LINE OF CREDIT IN THE
AMOUNT  OF  $20,000,000.  UNDER THAT AGREEMENT ACIBAR WILL PERIODICALLY PURCHASE
THE  COMMON  STOCK OF THE COMPANY AT A PRICE EQUAL TO 90% OF ITS MARKET PRICE AT
THE  TIME  OF  PURCHASE.  THE  AMOUNT  OF STOCK TO BE PURCHASED AT ANY TIME IS A
FUNCTION  OF THE MARKET PRICE AND TRADING VOLUME OF THE COMMON STOCK.  PURCHASES
ARE SUBJECT TO SEVERAL CONDITIONS, INCLUDING THE REQUIREMENT THAT THE SECURITIES
BE  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 AND THAT THE COMMON STOCK IS
ADMITTED  TO  QUOTATION  ON  THE  NASDAQ  SMALLCAP  MARKET.

ON  JUNE  26, 2001, THE BOARD OF DIRECTORS AUTHORIZED THE COMPANY TO ISSUE THREE
COMMON STOCK PURCHASE WARRANTS TO ACIBAR INVESTMENTS INTERNATIONAL, LTD. EACH OF
THE  WARRANTS  ENTITLES  ACIBAR TO PURCHASE 400,000 COMMON SHARES OF THE COMPANY
AND EACH MAY BE EXERCISED AT ANY TIME OR TIMES UNTIL MAY 23, 2008.  THE EXERCISE
PRICE  OF THE FIRST WARRANT IS $0.75 PER SHARE,, OF THE SECOND WARRANT $4.00 PER
SHARE,  AND  OF  THE  THIRD  WARRANT  $8.00  PER  SHARE.

THE  COMPANY  IS  CURRENTLY  IN  NEGOTIATIONS  FOR  THE COMMITMENT OF ADDITIONAL
SOURCES OF FUNDING.  MANAGEMENT EXPECTS THAT ADEQUATE FUNDS WILL BE AVAILABLE TO
EXECUTE THE COMPANY'S BUSINESS STRATEGY DURING THE NEXT TWELVE MONTHS.  HOWEVER,
THERE  CAN  BE  NO  ASSURANCE  THAT  THESE ADDITIONAL SOURCES OF FUNDING WILL BE
AVAILABLE.


<PAGE>

           PART  II  --  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     THERE  ARE  NO  LEGAL  PROCEEDINGS  AGAINST  THE  COMPANY  AND  THE COMPANY
IS  UNAWARE  OF  SUCH  PROCEEDINGS  CONTEMPLATED  AGAINST  IT.

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

     NOT  APPLICABLE.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)     EXHIBITS
     (B)     REPORTS  ON  FORM  8-K

     THE  COMPANY  FILED  A  FORM  8-K  ON  JUNE  27,  2001.

                                   SIGNATURES

     PURSUANT  TO  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.

CASSIA  ACQUISITION  CORPORATION

BY:  /S/  FRED  BRACHMAN
        PRESIDENT

DATED:  JULY  31,  2001