U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   FORM 10-QSB

(Mark One)

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

     For the quarterly period ended June 30, 2001

[ ]  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 0-32375

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

           FLORIDA                                               65-0067192
 ------------------------------                               -----------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation of organization)                              Identification No.)

                              38 East Osceola Street
                               Stuart, Florida 34994
                     --------------------------------------
                    (Address of Principal Executive Offices)

                                 (561) 288-0666
                            -------------------------
                           (Issuer's telephone number)

                                       N/A
               ---------------------------------------------------
              (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 Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

         Yes  X       No
            -----       -----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Class                                       Outstanding as of August 31, 2001
------                                      -------------------------------
Common Stock, no par value                            12,500,000

Transitional Small Business Disclosure Format (check one)

         Yes          No  X
            -----       -----

<PAGE>


PART 1.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
----------------------------


                             AUTEC ASSOCIATES, INC.
                              FINANCIAL STATEMENTS
                                   (Unaudited)

                                  June 30, 2001



                                                                            Page
                                                                            ----

Balance Sheets                                                               3

Statements of Operations                                                     4

Statement of Stockholders' Equity                                            5

Statements of Cash Flows                                                     6

Notes to Financial Statements                                                7



                                       2
<PAGE>
<TABLE>
<CAPTION>


                              AUTEC ASSOCIATES, INC.
                                  Balance Sheets


                                                              June 30,  December 31,
                                                                2001        2000
                                                              --------    --------
                                                             (Unaudited)

CURRENT ASSETS

   <S>                                                        <C>         <C>
   Cash                                                       $ 13,016    $ 23,059
   Inventory (Note 1)                                           14,055      20,145
                                                              --------    --------

     Total Current Assets                                       27,071      43,204
                                                              --------    --------

     TOTAL ASSETS                                             $ 27,071    $ 43,204
                                                              ========    ========


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

   Accounts payable                                           $ 11,724    $ 22,046
   Accrued expenses                                                717       1,691
                                                              --------    --------

     Total Current Liabilities                                  12,441      23,737
                                                              --------    --------

STOCKHOLDERS' EQUITY

   Common stock; 20,000,000 shares authorized of no par
    value, 12,500,000 shares issued and outstanding             20,100      20,100
   Additional paid-in capital                                   24,298      24,298
   Accumulated deficit                                         (29,768)    (24,931)
                                                              --------    --------

     Total Stockholders' Equity                                 14,630      19,467
                                                              --------    --------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 27,071    $ 43,204
                                                              ========    --------



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

                                       3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                    AUTEC ASSOCIATES, INC.
                                   Statements of Operations
                                          (Unaudited)


                                 For the Three Months Ended       For the Six Months Ended
                                           June 30,                       June 30,
                                ----------------------------    ----------------------------
                                    2001            2000            2001            2000
                                ------------    ------------    ------------    ------------
REVENUE

   <S>                          <C>             <C>             <C>             <C>
   Net sales                    $     36,314    $     46,129    $     71,810    $     98,870
   Cost of goods sold                 18,825          19,368          35,704          44,986
                                ------------    ------------    ------------    ------------

     Gross Profit                     17,489          26,761          36,106          53,884
                                ------------    ------------    ------------    ------------

EXPENSES

   General and administrative         11,891          10,924          21,140          23,362
   Salaries                            8,994          15,934          19,803          31,911
                                ------------    ------------    ------------    ------------

     Total Expenses                   20,885          26,858          40,943          55,273
                                ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                  (3,396)            (97)         (4,837)         (1,389)

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

NET (LOSS)                      $     (3,396)   $        (97)   $     (4,837)   $     (1,389)
                                ============    ============    ============    ============

BASIC (LOSS) PER SHARE          $      (0.00)   $      (0.00)   $      (0.00)   $      (0.00)
                                ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING               12,500,000      12,500,000      12,500,000      12,500,000
                                ============    ============    ============    ============


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

                                              4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                             AUTEC ASSOCIATES, INC.
                       Statements of Stockholders' Equity


                                          Common Stock                      Additional
                                     -----------------------    Paid-in    Accumulated
                                       Shares       Amount      Capital      Deficit
                                     ----------   ----------   ----------   ----------

<S>                                  <C>          <C>          <C>          <C>
Balance, December 31, 1998           12,500,000   $   20,100   $   24,298   $  (10,582)

Net loss for the year ended
 December 31, 1999                         --           --           --         (9,181)
                                     ----------   ----------   ----------   ----------

Balance, December 31, 1999           12,500,000       20,100       24,298      (19,763)

Net loss for the year ended
 December 31, 2000                         --           --           --         (5,168)
                                     ----------   ----------   ----------   ----------

Balance December 31, 2000            12,500,000       20,100       24,298      (24,931)

Net loss for the six months ended
 June 30, 2001 (unaudited)                 --           --           --         (4,837)
                                     ----------   ----------   ----------   ----------

Balance, June 30, 2001 (unaudited)   12,500,000   $   20,100   $   24,298   $  (29,768)
                                     ==========   ==========   ==========   ==========


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

                                         5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                              AUTEC ASSOCIATES, INC.
                             Statements of Cash Flows
                                  (Unaudited)

                                                          For the Six Months Ended
                                                                  June 30,
                                                          ------------------------
                                                              2001        2000
                                                            --------    --------

CASH FLOWS FROM OPERATING ACTIVITIES
   <S>                                                      <C>         <C>
   Net loss                                                 $ (4,837)   $ (1,389)
   Changes in operating assets and liabilities:
     (Increase) decrease in inventory                          6,090        --
     Increase (decrease) in accounts payable                 (10,322)       --
     Increase (decrease) in accrued expenses                    (974)      3,044
                                                            --------    --------

       Net Cash Provided (Used) by Operating Activities      (10,043)      1,655
                                                            --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES                            --          --
                                                            --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES                            --          --
                                                            --------    --------

NET INCREASE (DECREASE) IN CASH                              (10,043)      1,655

CASH AT BEGINNING OF PERIOD                                   23,059       7,301
                                                            --------    --------

CASH AT END OF PERIOD                                       $ 13,016    $  8,956
                                                            ========    ========

CASH PAID FOR:

   Interest                                                 $   --      $   --
   Income taxes                                             $   --      $   --


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

                                        6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                              AUTEC ASSOCIATES, INC.
                         Notes to the Financial Statements
                              June 30, 2001 and 2000
                                  (Unaudited)


NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a. Organization

          Autec Associates, Inc. (the Company) was incorporated on June 23, 1988
          under the laws of the State of Florida. The Company custom designs,
          manufactures and sells several types of modern jewelry by utilizing a
          new and unique proprietary casting process developed by the Company.

          b. Accounting Method

          The Company's financial statements are prepared using the accrual
          method of accounting. The Company has elected a December 31 year end.

          c. Basic Loss Per Share

          Basic loss per share has been calculated based on the weighted average
          number of shares of common stock outstanding during the period.

                                                 For the                     For the
                                           Three Months Ended            Six Months Ended
                                                 June 30,                    June 30,
                                         -------------------------  ---------------------------
                                             2001          2000         2001            2000
                                         -----------   -----------  -----------     -----------
                                         (Unaudited)   (Unaudited)  (Unaudited)     (Unaudited)
         <S>                            <C>           <C>          <C>             <C>
          Numerator - loss               $    (3,396)  $       (97) $    (4,837)    $    (1,389)
          Denominator - weighted
           average number of
           shares outstanding             12,500,000    12,500,000   12,500,000      12,500,000
                                         -----------   -----------  -----------     -----------

          Income (loss) per share        $     (0.00)  $     (0.00) $     (0.00)    $     (0.00)
                                         ===========   ===========  ===========     ===========

          There are no dilutive equity instruments issued and outstanding at
          June 30, 2001.

          d. 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.

                                       7
</TABLE>
<PAGE>


                             AUTEC ASSOCIATES, INC.
                        Notes to the Financial Statements
                             June 30, 2001 and 2000
                                  (Unaudited)


NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          e. Revenue Recognition

          The Company's sales are completed exclusively as cash-on-delivery.
          Therefore, revenue is recognized when the product is delivered and
          cash is received..

          f. Provision for Taxes

          At June 30, 2001, the Company had net operating loss carryforwards of
          approximately $29,000 that may be offset against future taxable income
          through 2021. No tax benefit has been reported in the financial
          statements, because the potential tax benefits of the net operating
          loss carryforwards are offset by a valuation allowance of the same
          amount.

          g. Advertising

          The Company follows the policy of charging the costs of advertising to
          expense as incurred.

          h. Inventory

          Inventories are stated at the lower of cost or market value using the
          first-in, first-out method of valuation. Inventory consists of various
          unique jewelry items. The Company's inventory consisted entirely of
          finished goods as of June 30, 2001 and December 31, 2000.

          i. Recent Accounting Pronouncements

          The Company has adopted the provisions of FASB Statement No. 138
          "Accounting for Certain Derivative Instruments and Hedging Activities,
          (an amendment of FASB Statement No. 133.)" Because the Company had
          adopted the provisions of FASB Statement No. 133, prior to June 15,
          2000, this statement is effective for all fiscal quarters beginning
          after June 15, 2000. The adoption of this principle had no material
          effect on the Company's financial statements.

          The Company has adopted the provisions of FASB Statement No. 140
          "Accounting for Transfers and Servicing of Financial Assets and
          Extinguishments of Liabilities (a replacement of FASB Statement No.
          125.)" This statement provides accounting and reporting standard for
          transfers and servicing of financial assets and extinguishments of
          liabilities. Those standards are based on consistent application of a
          financial-components approach that focuses on control. Under that
          approach, the transfer of financial assets, the Company recognized the
          financial and servicing assets it controls and the liabilities it has
          incurred, derecognizes financial assets when control has been
          surrendered, and derecognizes liabilities when extinguished. This
          statement provides consistent standards for distinguishing transfers
          of financial assets that are sales from transfers that are secured
          borrowings. This statement is effective for transfers and servicing of
          financial assets and extinguishments of liabilities occurring after
          March 31, 2001. This statement is effective for recognition and
          reclassification of collateral and for disclosures relating to

                                       8
<PAGE>


                             AUTEC ASSOCIATES, INC.
                        Notes to the Financial Statements
                             June 30, 2001 and 2000
                                  (Unaudited)


NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)

          i. Recent Accounting Pronouncements (Continued)

          securitization transactions and collateral for fiscal years ending
          after December 15, 2000. The adoption of this principle had no
          material effect on the Company's financial statements.

          The Company has adopted the provisions of FIN 44 "Accounting for
          Certain Transactions Involving Stock Compensation (an interpretation
          of APB Opinion No. 25.)" This interpretation is effective July 1,
          2000. FIN 44 clarifies the application of Opinion No. 25 for only
          certain issues. It does not address any issues related to the
          application of the fair value method in Statement No. 123. Among other
          issues, FIN 44 clarifies the definition of employee for purposes of
          applying Opinion 25, the criteria for determining whether a plan
          qualifies as a noncompensatory plan, the accounting consequence of
          various modifications to the terms of a previously fixed stock option
          or award, and accounting for an exchange of stock compensation awards
          in a business combination. The adoption of this principle had no
          material effect on the Company's financial statements.

          j. Unaudited Financial Statements

          The accompanying unaudited financial statements include all of the
          adjustments which, in the opinion of management, are necessary for a
          fair presentation. Such adjustments are of a normal recurring nature.

NOTE 2 -  COMMON STOCK

          On July 28, 1998, the Company amended its Articles of Incorporation to
          increase its authorized shares of common stock to 20,000,000 at no par
          value. On the same date, the Company approved a stock split of its
          common stock on a 105:1 basis, as each existing shareholder received
          105,000 shares for each share owned, leaving 10,500,000 shares issued
          and outstanding immediately after the split.

          During the fourth quarter of 1998, the Company sold an additional
          2,000,000 post-split shares of common stock at $0.01 per share. The
          proceeds were used to purchase inventory.


                                       9
<PAGE>


     Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond the control of
the Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company disclaims any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated
events.

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

GENERAL

     Autec Associates, Inc. (the "Company"), has primarily been engaged in the
design, manufacturing, marketing, distribution and repair of stone-set jewelry
using diamonds and other precious gemstones, such as rubies, sapphires and
emeralds. During prior fiscal years, the Company has designed, manufactured and
marketed numerous modern styles of stone-set jewelry, including necklaces,
earrings, rings, bracelets and other ornaments. The Company's principal markets
includes Canada and the United States. During prior fiscal years, the Company
generally derived its revenues from the market and sale of its jewelry products
to consumers.

     Management of the Company believes that its metallurgist has combined
certain processes and developed a new and unique process for the casting and
fabrication of metals, and that the process distinguishes the Company's
creations and designs from others on the market. The Company's casting process
combines modern technology, mechanization and hand craftsmanship to produce
unique, innovative and fashionable jewelry. Management of the Company believes
that its casting process is therefore a superior process because of the
simultaneous utilization of the centrifugal device and vacuum. Management
believes that it thus obtains maximum benefits and eliminates the commonly found
porosity voids and inconsistent densities. As a result, the developed process
provides for the manufacture of high-quality rings, earrings, pendants and
bracelets which are consistent in density with little or no porosity or voids.
After the casting process, the jewelry undergoes a series of cleaning and
polishing stages before being labeled for sale.

     The Company currently maintains a retail outlet for the sale of its jewelry
products to the public in Stuart, Florida. The Company intends to broaden its
customer base by selling its jewelry products within the United State and
Canada. Customers for the jewelry products are primarily consumers. The
Company's current market concentration has been in the southeastern United
States due to existing relationships with certain clients.

     Net sales for fiscal years ended December 31, 2000 and 1999 were $210,965
and $191,426, respectively, resulting primarily from the sale of its jewelry
products. However, the Company realized a net loss for fiscal years ended
December 31, 2000 and 1999 of $5,168 and $9,181, respectively.

RESULTS OF OPERATION

Six-Month Period Ended June 30, 2001 Compared to Six-Month Period Ended June 30,
2000

     The Company's net losses for the six-month period ended June 30, 2001 were
approximately $4,837 compared to a net loss of approximately $1,389 for the
six-month period ended June 30, 2000.

     Net sales for the six-month periods ended June 30, 2001 and 2000 were
$71,810 and $98,870, respectively. Net sales decreased by approximately $27,060
or 38% for the six-month period ended June 30, 2001 as compared to the six-month
period ended June 30, 2000. Net sales decreased due to changes in sales volume.

                                       10
<PAGE>


Prices for the Company's jewelry products have been and continue to be
consistent as a percentage of costs. Therefore, any fluctuations in sales
revenues would be derived from changes in sales volumes. Gross profit for the
six-month periods ended June 30, 2001 and 2000 amounted to $36,106 and $53,884,
respectively. Gross profit decreased by approximately $17,778 or 49% during the
six-month period ended June 30, 2001 as compared to the six-month period ended
June 30, 2000. The decrease in gross profit is a result of a decrease in net
sales.

     General and administrative expenses during the six-month periods ended June
30, 2001 and 2000 were $21,140 and $23,362, respectively (a decrease of $2,222).
The slight decrease in general and administrative expenses during the six-month
period ended June 30, 2001 were primarily due to the Company incurring less
costs associated with its inventory acquisition and professional fees. Salary
expenses during the six-month period ended June 30, 2001 were $19,803 compared
to $31,911 during the six-month period ended June 30, 2000 (a decrease of
$12,108). General and administrative expenses include general corporate
overhead, shipping and warehousing costs, selling expenses and professional
fees.

     As a result of these factors, net loss during the six-month period ended
June 30, 2001 increased as compared to the net loss during the six-month period
ended June 30, 2000. Management believes that the increase in net loss during
the six-month period ended June 30, 2001 as compared to the same period during
2000 is attributable primarily to a decrease in net sales. The Company's net
losses during the six-month period ended June 30, 2001 were approximately
($4,837) compared to a net loss of approximately $1,389 during the six-month
period ended June 30, 2000. The weighted average of common shares outstanding
were 12,500,000 for the six-month periods ended June 30, 2001 and 2000,
respectively.

Three-Month Period Ended June 30, 2001 Compared to Three-Month Period Ended June
30, 2000

     The Company's net losses for the three-month period ended June 30, 2001
were approximately $3,396 compared to a net loss of approximately $97 for the
three-month period ended June 30, 2000.

     Net sales for the three-month periods ended June 30, 2001 and 2000 were
$36,314 and $46,129, respectively. Net sales decreased by approximately $9,815
or 27% for the three-month period ended June 30, 2001 as compared to the
three-month period ended June 30, 2000. Net sales decreased due to changes in
sales volumes. Gross profit for the three-month periods ended June 30, 2001 and
2000 amounted to $17,489 and $26,761, respectively. Gross profit decreased by
approximately $9,272 or 53% during the three-month period ended June 30, 2001 as
compared to the three-month period ended June 30, 2000. The decrease in gross
profit is a result of a decrease in net sales.

     General and administrative expenses during the three-month periods ended
June 30, 2001 and 2000 were $11,891 and $10,924, respectively (an increase of
$967). The slight increase in general and administrative expenses during the
three-month period ended June 30, 2001 were primarily due to the Company
incurring more costs associated with its inventory acquisition and professional
fees. Salary expenses during the three-month period ended June 30, 2001 were
$8,994 compared to $15,934 during the three-month period ended June 30, 2000 (a
decrease of $6,940).

                                       11
<PAGE>


     As a result of these factors, net loss during the three-month period ended
June 30, 2001 increased as compared to the net loss during the three-month
period ended June 30, 2000. Management believes that the increase in net loss
during the three-month period ended June 30, 2001 as compared to the same period
during 2000 is attributable primarily to a decrease in net sales. The Company's
net income (losses) during the three-month period ended June 30, 2001 were
approximately ($3,396) compared to a net loss of approximately ($97) (an
increase of $3,299 or 250%) during the three-month period ended June 30, 2000.
The weighted average of common shares outstanding were 12,500,000 for the
three-month periods ended June 30, 2001 and 2000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Six-Month Period Ended June 30, 2001

     The Company has only recently generated sufficient cash flow to fund its
operations and activities. Historically, the Company has relied upon internally
generated funds and funds from the sale of shares of stock and loans from its
shareholders and private investors to finance its operations and growth. The
Company's continued future success and viability may be dependent upon the
ability of the Company's current management to (i) strengthen and increase its
customer base by enhancing the marketability of its products, (ii) increase the
number of customers and expand into additional markets, (iii) control inventory
costs; and (iv) increase the manufacture rate. There can be no assurance,
however, that the Company will be able to continue to successfully distribute
and market its jewelry products and to raise additional capital. The Company's
failure to do so would have a material and adverse affect upon the Company and
its shareholders.

     The Company generated $36,106 and $54,527 in gross profit during the
six-month periods ended June 30, 2001 and 2000, respectively.

     As of June 30, 2001, the Company's total assets were $27,071. The Company's
assets consisted primarily of cash in the amount $13,016 and inventory in the
amount of $14,055. As of June 30, 2001, the Company's total liabilities were
$12,441. The Company's liabilities consisted primarily of accounts payable in
the amount of $11,724 and accrued expenses in the amount of $717. As of June 30,
2001, the Company's total assets exceeded its total liabilities by $14,630.

     The Company's stockholders' equity decreased from $19,467 for fiscal year
ended December 31, 2000 to $14,630 for the six-month period ended June 30, 2001.

     For the six-month period ended June 30, 2001, the net cash used by
operating activities was $10,043 compared to net cash provided from operating
activities of $1,655 for the six-month period ended June 30, 2000 (a decrease of
$11,698). The main decrease in net cash was comprised of an accounts payable in
the amount of $10,322 for the six-month period ended June 30, 2001.

MATERIAL COMMITMENTS/FUNDING

     As of the date of this Quarterly Report, the Company does not have any
material commitments for fiscal year 2001.

                                       12
<PAGE>


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Management is not aware of any legal proceedings contemplated by any
governmental authority or other party involving the Company or its properties.
No director, officer or affiliate of the Company is (i) a party adverse to the
Company in any legal proceedings, or (ii) has an adverse interest to the Company
in any legal proceedings. Management is not aware of any legal proceedings
pending or that have been threatened against the Company or its properties.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No report required.

ITEM 5. OTHER INFORMATION

     No report required.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     No report required.


SIGNATURES

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

                                            AUTEC ASSOCIATES, INC.

Dated: August 31, 2001                      By:  /s/  Arthur Garrison
                                                -----------------------
                                                      Arthur Garrison,
                                                      President/ Principal
                                                      Financial Officer


                                       13