<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                            ----------------------

                                 FORM 10-QSB/A

    [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 _________

                             CONVERGE GLOBAL, INC.
                             ---------------------

       (Exact name of small business issuer as specified in its charter)

                Utah                                 87-0426858
       ---------------------------         -----------------------------
       (State or other jurisdiction of     (IRS Employer Identification No.)
                        Incorporation or organization)

           233 Wilshire Boulevard, Suite 930, Santa Monica, CA 90401
           ---------------------------------------------------------
                   (Address of principal executive offices)

                                (310) 434-1974
                                --------------
                          (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  [_]

As of July 25, 2001, the number of shares of Common Stock issued and outstanding
was 7,958,030.

Transitional Small Business Disclosure Format (check one):
Yes  [_]   No  [X]
<PAGE>

                    CONVERGE GLOBAL, INC. AND SUBSIDIARIES

                                     INDEX


                                                                         Page
                                                                        Number
                                                                        ------

PART I - FINANCIAL  INFORMATION

         Item 1.  Financial Statements                                F-1 to F-6

         Condensed Consolidated Balance Sheets - June 30, 2001

         Condensed Consolidated Statement of Operations - For the
         three and six months ended June 30, 2001 and 2000                F-2

         Condensed Consolidated Statement of Cash Flows - For the
         three and six months ended June 30, 2001 and 2000                F-3

         Notes to Condensed Consolidated Financial Statements         F-4 to F-6

         Item 2.  Management's Discussion and Analysis of
              Financial Conditions and Results of Operations               1

PART II - OTHER INFORMATION

         Item 1.  Legal Proceedings                                        5

         Item 2.  Changes in Securities                                    5

         Item 3.  Defaults Upon Senior Securities                          5

         Item 4.  Submission of Matters to a Vote of Security Holders      5

         Item 5.  Other Information                                        5

         Item 6.  Exhibits and Reports on Form 8-K                         5

SIGNATURES                                                                 6
<PAGE>

                        PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

<TABLE>
<CAPTION>
                                                                                                       June 30,
                                             ASSETS                                                       2001
                                             ------                                                       ----
<S>                                                                                                    <C>
Current assets:
      Cash                                                                                             $   6,778
      Note Receivable                                                                                     10,000
Fixed assets:
      Website Development less accumulated amortization                                                  180,000
      Property and Equipment less accumulated depreciation                                                19,627
         Total assets                                                                                  $ 216,405

                        LIABILITIES AND STOCKHOLDERS' EQUITY
                        ------------------------------------
Current liabilities:
    Accrued Expenses                                                                                   $ 189,004
    Loans Payable                                                                                        183,586
         Total Liabilities                                                                               372,590
Minority Interest                                                                                        276,481
Stockholders' equity:
    Common stock $.001 par value; shares authorized 50,000,000
    issued and outstanding 7,958,030 for 2001                                                              7,958
    Common stock subscriptions receivable                                                                 (2,000)
    Paid-in capital                                                                                      364,117
    Retained earnings (deficit)                                                                         (802,741)
         Total stockholders' equity                                                                     (442,666)
         Total liabilities and stockholders' equity                                                    $ 216,405
</TABLE>

                                      F-1
<PAGE>

                    CONVERGE GLOBAL, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                  FOR THE PERIOD ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                   Three months ended June 30,          Six months ended June 30,
                                                                     2001               2000             2001              2000
                                                                  -----------       -----------       -----------       -----------
<S>                                                               <C>               <C>               <C>               <C>
Revenues                                                          $    10,000       $       358       $    10,000       $       358

Operating Expenses                                                    122,019           631,195           194,365           805,076
                                                                  -----------       -----------       -----------       -----------

Gain (Loss) from Operations                                          (112,019)         (630,837)         (184,365)         (804,718)

Interest Expense (Income)                                                (385)            4,688              (519)            9,375
                                                                  -----------       -----------       -----------       -----------

(Loss) before Income Taxes                                           (111,634)         (635,525)         (183,846)         (814,093)

Income Taxes                                                                                                  800               800

Minority Loss allocation                                                 (156)          (63,372)             (172)          (67,129)
                                                                  -----------       -----------       -----------       -----------

Net income (loss)                                                 $  (111,478)      $  (572,153)      $  (184,474)      $  (747,764)
                                                                  ===========       ===========       ===========       ===========


Income (Loss) per share:
             Basic and diluted                                    $     (0.01)      $     (0.06)      $     (0.02)      $     (0.08)
                                                                  ===========       ===========       ===========       ===========

Number of shares used in the per share calculation:
             Basic and diluted                                      8,433,170         8,918,100         8,433,170         8,918,100
                                                                  ===========       ===========       ===========       ===========
</TABLE>

                                      F-2
<PAGE>

                    CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                      STATEMENT OF CASH FLOWS (UNAUDITED)
                FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                  2001                 2000
                                                                             -----------------------------------
<S>                                                                          <C>                     <C>
Cash flows from operating activities:
 Net income (loss)                                                           $  (184,474)            $  (747,764)

 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
   Depreciation and amortization                                                  24,461                  18,902
   Shares issued for service                                                       3,000
   Increase (Decrease) in due from employees                                          --                  (2,500)
   Increase (Decrease) in accrued expenses and accounts receivables               21,241                   8,816
   Minority Interest                                                                 172                 (67,129)
                                                                              ----------             -----------

    Net cash (used in) operating activities                                     (135,600)               (789,675)
                                                                              ----------             -----------

Cash flows used for investing activities:
  (Payments) to acquire property and equipment                                        --                 (71,826)
  Investment in Website development                                                   --                 (70,000)
                                                                              ----------             -----------

     Net cash provided by (used in) investing activities                              --                (141,826)
                                                                              ----------             -----------

Cash flows from financing activities:
 Proceeds (repayment) of note payables                                           130,561                 185,590
 Proceeds from sale of securities of subsidiaries                                     --               1,212,980
                                                                              ----------             -----------

    Net cash provided by (used in) financing activities                          130,561               1,398,570
                                                                              ----------             -----------

Net increase (decrease) in cash and cash equivalents                              (5,039)                467,069

Cash and cash equivalents at beginning of year                                    11,817                   2,462
                                                                              ----------             -----------

Cash and cash equivalents at end of year                                     $     6,778             $   469,531
                                                                              ==========             ===========

Supplemental disclosure of cash flow information:
 Interest paid                                                               $       519             $        --
                                                                              ==========             ===========
 Income taxes paid                                                           $       800             $       800
                                                                              ==========             ===========
</TABLE>

                                      F-3
<PAGE>

                    CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                       (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                    SIX MONTHS ENDED JUNE 30, 2001 AND 2000

(1)     Summary of Significant Accounting Policies:

        Organization and Basis of Presentation:

               The Company was organized October 4, 1985, under the laws of the
               State of Utah, as Mormon Mint, Inc. The Company was inactive for
               approximately 10 years.

               On December 4, 1997, the Company changed its name from Mormon
               Mint, Inc. to Capital Placement Specialists, Inc.

               Pursuant to an acquisition agreement, dated January 5, 1999,
               Bekam Investments, Ltd. ("Bekam") acquired one hundred percent
               (100%) of the common shares of the Company at that time; or
               2,340,100 shares. Bekam subsequently spun off the Company by
               contributing the shares to the treasury of the Company for
               redistribution to selected investors of Bekam. The Company then
               changed its name to Converge Global, Inc.

        Principles of Consolidation:

               The accompanying financial statements include the accounts of
               Converge Global, Inc. (the "Parent"), and its subsidiaries,
               Digitalmen.com, Inc., EssTec, Inc. and LiquidationBid.com, Inc.
               All significant inter-company accounts and transactions have been
               eliminated in consolidation.

<TABLE>
<CAPTION>
                                            Percent of
                    Subsidiary               ownership                                 Description
                    ----------               ---------                                 ------------
<S>                                          <C>                  <C>
               Digitalmen.com, Inc.           84.24%              Digitalmen.com,  Inc.  (formerly  Gearz.com,  Inc.) was formed
                                                                  on  February  5, 1999 in the State of  California.  During the
                                                                  period ended June 30,  2000,  Digitalmen.com,  Inc.  commenced
                                                                  three  Private  Placement  Offerings,  which are  exempt  from
                                                                  registration  under  Regulation  D of  The  Securities  Act of
                                                                  1933.  Total  proceeds  raised  during the period  amounted to
                                                                  $440,000 and is ongoing.  The offering terms are as follows:

                                                                  a.  1,000,000 shares of Digitalmen.com, Inc.'s restricted common
                                                                      stock at $0.50 per share.
</TABLE>

                                      F-4
<PAGE>

                    CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                       (A DEVELOPMENT STAGE ENTERPRISE)

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                   THREE MONTHS ENDED JUNE 30, 2001 AND 2000

(1)  Summary of Significant Accounting Policies (Continued):

     Principles of Consolidation, Continued:

<TABLE>
<CAPTION>
                                            Percent of
               Subsidiary                   ownership                           Description
               ----------                   ---------                           -----------
<S>                                         <C>                  <C>
                                                                 b.  1,000,000 warrants of Digitalmen.com at $0.30 per warrant which
                                                                     maybe exercised at $2.50 per share to acquire one share of
                                                                     common stock for each warrant.

                                                                 c.  1,000,000 shares of Digitalmen.com, Inc.'s restricted common
                                                                     stock at $3.50 per share.

               LiquidationBid.com, Inc.         0%                LiquidationBid.com, Inc. (a development stage company) was
                                                                  incorporated on April 8, 1999 in the State of Nevada. The Company
                                                                  was awarded 1,000,000 of the 2,000,000 outstanding shares of
                                                                  LiquidationBid.com, Inc. in exchange for the rights to services.
                                                                  No value has been assigned to these future rights, and therefore,
                                                                  there is no cost basis in this investment. Two of the three board
                                                                  members of LiquidationBid.com, Inc. are officers and stockholders
                                                                  of the Company, thereby demonstrating control over
                                                                  LiquidationBid.com, Inc. As of May 16, 2001, this asset was
                                                                  exchanged for $10,000 due in 120 days.
</TABLE>

     Going Concern:

          The Company's consolidated financial statements are prepared using the
          generally accepted accounting principles applicable to a going
          concern, which contemplates the realization of assets and liquidation
          of liabilities in the normal course of business. The Company has no
          current source of revenue. Without realization of additional capital,
          it would be unlikely for the Company to continue as a going concern.
          This factor raises substantial doubt about the Company's ability to
          continue as a going concern.

          Management recognizes that the Company must generate additional
          resources to enable it to continue operations. The Company intends to
          begin recognizing significant revenue during the year 2001.
          Management's plans also include the sale of additional equity
          securities. However, no assurance can be given that the Company will
          be successful in raising additional capital. Further, there can be no
          assurance, assuming the Company successfully raises additional equity,
          that the Company will achieve profitability or positive cash flow. If
          management is

                                      F-5
<PAGE>

          unable to raise additional capital and expected significant revenues
          do not result in positive cash flow, the Company will not be able to
          meet its obligations and will have to cease operations.

     Basis of Preparation:

          The accompanying unaudited condensed consolidated interim financial
          statements have been prepared in accordance with the rules and
          regulations of the Securities and Exchange Commission for the
          presentation of interim financial information, but do not include all
          the information and footnotes required by generally accepted
          accounting principles for complete financial statements. The audited
          consolidated financial statements for the two years ended December 31,
          2000 was filed on April 16, 2001 with the Securities and Exchange
          Commission and is hereby referenced. In the opinion of management, all
          adjustments considered necessary for a fair presentation have been
          included. Operating results for the six-month period ended June 30,
          2001 are not necessarily indicative of the results that may be
          expected for the year ended December 31, 2001.


(2)  Revenue:

          All revenue is derived from related party transactions.


(3)  Subsequent Events:

          In July 2001 the Company sold 910,000 shares of EssTec stock owned by
          the Company for $3,185,000 resulting in a gain of $3,185,000 which was
          not given effect on this financial statement.

                                      F-6
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

The discussion and financial statements contained herein are for the three and
six month ended June 30, 2001 and 2000. The following discussion regarding the
financial statements of the Company should be read in conjunction with the
financial statements of the Company included herewith.

Overview.

The Company's business is focused in the globally emerging electronic commerce
("e-commerce") industry.

Plan of Operations.

With the winding down of continued development of DesiTV.com and Machmail.com,
and the sale of the Company's interest in LiquidationBid.com, the Company's cash
requirements for the next twelve months have decreased from approximately
$40,000 per month last year to approximately $15,000 per month currently. With a
$250,000 line of credit recently granted by a director (see "Certain
Relationships and Related Transactions"), the Company should be able to continue
its operations for the next twelve months. The Company has also been able to
secure $200,000 in convertible debt financing to continue its operations (see
"Results of Operations"). While there is no assurance the Company will be
successful in raising additional capital, the Company is actively seeking both
institutional debt and private equity financing to assure that it will be
capable of financing the continuation of the business. Any additional capital
raised above and beyond what the Company needs as its monthly expenditure would
be used in increasing marketing and sales efforts of the Company's Web sites.
Should the Company fail to raise additional funding, it will be forced to
curtail its growth, cut back by reducing the number of employees or even cease
operations altogether.

The Company does not anticipate any new research and development to be conducted
in the near future. In the event there is a need for research and development,
the Company believes that its current work force is capable and equipped to
conduct such research and development internally. The Company does not
anticipate any purchase or sale of plant and/or equipment nor does the
management anticipate any increase in the number of employees.

Results of Operations.

The Company did not generate any revenues in the three or six month periods
ended June 30, 2001 other than $10,000 payable in 120 days from May 16, 2001
from the sale of the Company's LiquidationBid.com stock. Currently, the
Company's only cash requirements are for rent and salaries. The following table
sets forth, for the periods indicated, selected financial information for the
Company:

                                       1
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================================
                                            Three Months        Three Months        Six Months         Six Months
                                                Ended               Ended              Ended              Ended
                                            June 30, 2001       June 30, 2000      June 30, 2001      June 30, 2000
                                             (unaudited)         (unaudited)        (unaudited)        (unaudited)
<S>                                         <C>                 <C>                <C>                <C>
Total Revenue                                     $   10,000           $    358         $   10,000           $    358
Cost of Revenue                                            0                  0                  0                  0
Gross Profit                                          10,000                358             10,000                358
General, Administrative and Selling                  122,019            631,195            194,365            805,076
Expenses
(Loss) from Operations                              (112,019)          (630,837)          (184,365)          (804,718)
Interest Expense (Income)                               (385)             4,688               (519)             9,375
(Loss) before Taxes                                 (111,634)          (635,525)          (183,846)          (814,093)
Taxes on Income                                            0                  0                800                800
Minority loss allocation                                (156)           (63,372)              (172)           (67,129)
Net Income (loss)                                   (111,478)          (572,153)          (184,474)          (747,764)
======================================================================================================================
</TABLE>

Three Months Ended June 30, 2001 as Compared to Three Months Ended June 30, 2000

Revenues.

The Company had revenues of $10,000 for the three months ended June 30, 2001
resulting from the sale of its LiquidationBid.com, Inc. stock and $358 for the
three months ended June 30, 2000.

General, administrative, and selling expenses.

The Company incurred costs of $122,019 for the quarter ended June 30, 2001 as
compared to $631,195 for the quarter ended June 30, 2000. The decrease is due to
the fact that the Company no longer consolidates the financial statements of its
former subsidiary, EssTec, Inc., since the Company's ownership is less than 50%
of the outstanding shares of EssTec, Inc. as of June 30, 2001.

Interest expense.

The Company had interest income for the three months ended June 30, 2001 of $385
as compared to $4,688 interest expense for the three months ended June 30,2000.
The decrease is due to the settlement of the Company's debt.

Loss before taxes.

The Company has a loss before taxes and minority interest of $111,634 for the
three months ended June 30, 2001 as compared to $635,525 for the three months
ended June 30, 2000.

Taxes on income.

Income tax for the three months ended June 30, 2001 and 2000 were $0. The income
tax provision was paid in the first quarter. There was no federal income tax in
either period as the Company had taxable losses.

                                       2
<PAGE>

Net loss.

The Company had a net loss of $111,478 for the quarter ended June 30, 2001 as
compared to a net loss of $572,153 for the quarter ended June 30, 2000.

Six Months Ended June 30, 2001 as Compared to Six Months Ended June 30, 2000

Revenues.

The Company had revenues of $10,000 for the six months ended June 30, 2001
resulting from the sale of its LiquidationBid.com stock and $358 for the six
months ended June 30, 2000.

General, administrative, and selling expenses.

The Company incurred costs of $194,365 for the six months ended June 30, 2001 as
compared to $805,076 for the six months ended June 30, 2000. The decrease is due
to the fact that the Company no longer consolidates the financial statements of
its former subsidiary EssTec, Inc. since the Company's ownership is less than
50% of the outstanding shares of EssTec, Inc. as of June 30, 2001.

Interest expense.

The Company had interest income of $519 for the six months ended June 30, 2001
as compared to $9,375 interest expense for the six months ended June 30,2000.
The decrease is due to settlement of Company's debts by exchanging shares of
EssTec, Inc. in the last quarter of 2000.

Loss before taxes.

The Company has a loss before taxes and minority interest of $183,846 for the
six months ended June 30, 2001 as compared to $814,093 for the six months ended
June 30, 2000.

Taxes on income.

Income tax for the six months ended June 30, 2001 and 2000 was $800. The income
tax provision represents minimum income tax for the state of California. There
was no federal income tax in either period as the Company had taxable losses.

Net loss.

The Company had a net loss of $184,474 for the six months ended June 30, 2001 as
compared a net loss of $747,764 for the six months ended June 30, 2000.

Liquidity and Capital Resources.

In January 1999, the Company concluded an offering under Rule 504 of Regulation
D. In this offering the Company raised $25,000 and also issued 2,000,000 options
to purchase shares of its common stock at an exercise price of $0.10 each. These
options were exercised on March 30, 1999, May 7, 1999, and June 1999, raising an
additional $200,000.

On May 5, 1999, the Company executed a promissory note with the holder Verifica
International, Ltd. in the amount of $250,000. The note paid an annual interest
rate of 7.5% on the outstanding balance and was due on April 15, 2002. The
Company has settled the note by exchanging 250,000 shares of its common

                                       3
<PAGE>

stock of EssTec, at $1.00 per share.

On November 1, 1999, the Company's director provided an unsecured line of credit
to the Company to draw upon, interest free, in the amount of $250,000 to be
payable by January 1, 2003.

On January 19, 2000, the Company executed a convertible preferred promissory
note in the amount of $200,000 with Knightrider Investments, Ltd. The Company
borrowed $140,000 against this line during January and February 2000. The note
was due within one year with 8% annual interest. The Company settled this note
by exchanging 139,990 shares of its common stock of EssTec, at $1.00 per share
in the last quarter of 2000.

The Company foresees a variety of methods for diversifying its operations and
pursuing its strategic and business objectives without pulling badly needed
capital from its on-going operations, or incurring onerous overhead and
financing obligations. These options include licenses, joint ventures, and even
counter-trade (technologies for technologies) mechanisms as part of this
diversification methodology. The Company has not yet engaged in any
counter-trade mechanisms trading technology for technology, licenses nor joint
ventures as of the date of this filing. In addition, there are no assurances
that the Company could find adequate partners for each of these alternatives. In
the event the Company is unable to implement such alternative methods of funding
and find other sources of capital, the operation of the business would be
severely and adversely affected.

The Company does not believe that inflation has had a significant impact on its
operations since inception of the Company.

Subsidiaries.

On February 5, 1999, the Articles of Incorporation for Gearz.com, Inc.
("Gearz.com") were filed with the California Secretary of State. The directors
of Gearz.com are Imran Husain and Samar Khan. The Articles were subsequently
amended on December 7, 1999, to change the name of Gearz.com to Digitalmen.com,
Inc. Digitalmen.com is a majority owned subsidiary of Converge whereby Converge
holds 3,000,000 shares of common stock of this company. Digitalmen.com is a
portal site geared towards men's interest. The target group ranges from ages 18
to 45 with interests in finance, travel, entertainment, fashion and electronics.

On April 30, 1999, Converge became a 50% shareholder of LiquidationBid.com, Inc.
("LiquidationBid") whereby Converge holds 1,000,000 shares of common stock of
LiquidationBid. Mr. Imran Husain serves as the President and Director of
LiquidationBid. As of May 16, 2001, the asset was exchanged for $10,000 payable
in 120 days. As of May 17, 2001, the remaining 50% of the shares outstanding was
returned to LiquidationBid.com and cancelled.

The Company is a 20% shareholder of MedCom Network, Inc. ("MedCom"), a
California corporation which is developing an on-line data base of disease codes
which are codes found in the medical industry dictionaries. The Company invested
in MedCom by contributing $30,000 in cash for shares of restricted common stock
of MedCom. This was an investment made by the Company and the Company's officers
and directors have no management involvement in MedCom. As of December 31, 1999,
MedCom had no sales and cost of sales resulting in a loss from continuing
operations and net loss. The investment in MedCom is recorded at no value in the
financial statements as of December 31, 1999 and 2000, as required by the equity
method of accounting.

The Company owns approximately 17% of EssTec, Inc., formerly Essential Tec, Inc.
("EssTec"), an information technology services Company with an extensive
technical labor force in Pakistan. EssTec's

                                       4
<PAGE>

software engineers are capable of providing high quality, cost-effective
services to clients in a resource-constrained environment. EssTec services
include e-Commerce Solutions, e-Procurement applications, auctioning engines,
and several other web based solutions. EssTec sells and markets its services and
products from its offices based in Woodland Hills, California. On April 21,
2001, the Company exchanged 285,714 shares of its EssTec stock for the return of
1,000,000 of its shares with Samar Khan, and converted $64,000 of debt for
64,000 shares of EssTec. In July 2001, the Company sold 910,000 shares of EssTec
stock owned by the Company for $3,185,000 pursuant to an unsecured note
receivable in the future resulting in a gain of $3,185,000.

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

To the best knowledge of management, there is no material litigation pending or
threatened against the Company.

Item 2.  Changes in 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.

The following documents are filed as part of this report:

1.       The following Exhibits are filed herein:

         10.1     Agreement for the Purchase and Sale of Assets, dated May 16,
                  2001, between Eric Thiele ("Buyer") and Converge Global, Inc
                  ("Seller")

2.       Reports on Form 8-K filed:         None.

                                       5
<PAGE>

                                   SIGNATURES

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

                                 CONVERGE GLOBAL, INC.


DATED: August 22, 2001           By: /s/ Imran Husain
                                     -------------------------------------------
                                     Imran Husain, President, Chief Executive
                                     Officer, and Chief Financial Officer

                                       6