UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                 For the quarterly period ended March 31, 1997
                   -------------------------------------------

                                       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: 0-26676


                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                               13-3835325
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

                 448 West 16th Street, New York, New York 10011
              (Address of principal executive offices) (Zip Code)

                                 (212) 675-6666
              (Registrant's telephone number, including area code)

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

Check  whether  the issuer  (1) has 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 [xx] No [ ]

           APPLICABLE ONLY TO CORPORATE ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.
                                 Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Common stock, par value $.001 per share: 3,005,000 shares outstanding as of
June 30, 1997.


<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.

                                      INDEX



PART 1 - FINANCIAL INFORMATION:

ITEM 1 - FINANCIAL STATEMENTS

Balance Sheets (Unaudited) for
March 31, 1997 and June 30, 1996                       F-1

Statements of Operations (Unaudited) for the
three months ended March 31, 1997 and 1996             F-2

Statements of Operations (Unaudited) for the
six months ended March 31, 1997 and 1996               F-3

Statement of Stockholders' Equity (Unaudited) for
the six months ended March 31, 1997                    F-4

Statements of Cash Flows (Unaudited) for the
six months ended March 31, 1997 and 1996               F-5

Notes to Financial Statements                          F-6 - F-__


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

PART II - OTHER INFORMATION


<PAGE>

                          PART I Financial Information
ITEM 1 - Financial Information
<TABLE>
<CAPTION>

            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                                                   March 31,        September 30,
                                                                                   1997             1996
                                  ( Unaudited)
CURRENT ASSETS:
<S>                                                                                  <C>             <C>         
 Cash and cash equivalents .......................................................   $    591,577    $    491,262
 Accounts receivable .............................................................        220,320       1,191,510
 Advances to supplier ............................................................        537,656            --
 Inventories .....................................................................         30,000          38,090
 Due from affiliate ..............................................................         64,815         450,815
 Loan receivable-officer .........................................................      1,032,537       1,470,141
                                                                                     ------------    ------------

         Total current assets ....................................................      2,476,905       3,641,818
                                                                                     ------------    ------------

FIXED ASSETS:
 Furniture and fixtures ..........................................................         11,547          11,547
 Machinery and equipment .........................................................         17,814          17,814
                                                                                     ------------    ------------
                                                                                           29,361          29,361
 Less: accumulated depreciation ..................................................         13,912          10,912
                                                                                     ------------    ------------
                                                                                           15,449          18,449
                                                                                     ------------    ------------
OTHER ASSETS:
 Investment in convertible preferred stock (Note 3) ..............................      4,221,490       3,696,490
 Advances to equity investee .....................................................        140,000         120,000
 Due from affiliate ( Note 4) ....................................................        804,000         320,000
                                                                                     ------------    ------------
                                                                                        5,165,490       4,136,490
Total assets .....................................................................   $  7,657,844    $  7,796,757
                                                                                     ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable ................................................................   $    553,345    $    286,066
 Accrued expenses and other liabilities ..........................................         36,351          56,017
                                                                                     ------------    ------------
         Total current liabilities ...............................................        589,696         342,083
                                                                                     ------------    ------------
MINORITY INTEREST IN SUBSIDIARY (Note 1) .........................................           --              --
                                                                                     ------------    ------------

STOCKHOLDERS' EQUITY:
 Common stock, $.001 par value; 10,000,000
  shares authorized, 3,005,000 shares
  issued and outstanding .........................................................          3,005           3,005
 Additional paid-in capital ......................................................     13,102,005      13,102,005
 Retained earnings (Deficit) .....................................................     (2,815,635)    (2,429,109)
 Unrealized loss on investment                                                         (3,221,227)    (3,221,227)
                                                                                         7,068,148      7,454,674
 Total labilities and stockholders' equity                                              $7,657,844     $7,796,757
</TABLE>

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

                                       -3-


<PAGE>
<TABLE>
<CAPTION>

            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                        Three Months Ended            Six Months Ended

                                     March 31,      March 31,      March 31,      March 31,
                                          1997           1996           1997           1996

<S>                                <C>            <C>            <C>            <C>        
NET SALES ......................   $   220,320    $ 1,890,411    $   220,320    $ 1,973,442
                                   -----------    -----------    -----------    -----------


COSTS AND EXPENSES:
 Cost of sales .................       145,556      2,536,690        145,556      2,609,600
 Operating expenses ............       311,216        224,100        494,266        453,185
 Interest expense ..............          --           16,210           --           40,948
                                   -----------    -----------    -----------    -----------
                                       456,772      2,777,000        639,822      3,103,733
                                   -----------    -----------    -----------    -----------

OPERATING LOSS .................      (236,452)      (886,589)      (419,502)    (1,130,291)
                                   -----------    -----------    -----------    -----------

OTHER INCOME ...................        20,952          8,119         32,976         11,933
                                   -----------    -----------    -----------    -----------

(LOSS) BEFORE MINORITY INTERESTS      (215,500)      (878,470)      (386,526)    (1,118,358)

 Minority interests ............          --             --             --             --
                                   -----------    -----------    -----------    -----------

(LOSS) BEFORE PROVISION (CREDIT)
  FOR INCOME TAXES .............      (215,500)      (878,470)      (386,526)    (1,118,358)

 Provision for income taxes ....          --             --             --             --
                                   -----------    -----------    -----------    -----------

NET (LOSS) .....................   $  (215,500)   $  (878,470)   $  (386,526)   $(1,118,358)
                                   ===========    ===========    ===========    ===========

(LOSS) PER COMMON SHARE (Note 5)   $      (.07)   $      (.30)   $      (.12)   $      (.49)

WEIGHTED AVERAGE NUMBER
 OF COMMON SHARES OUTSTANDING
 (Note 5) ......................     3,005,000      2,929,725       3,005,000      2,303,798

</TABLE>
       The accompanying notes are an integral part of these consolidated
                              financial statements

                                       -4-



<PAGE>
<TABLE>
<CAPTION>

            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                 Six Months   Six Months
                                                                      Ended   Ended
                                                                       1997   1996

INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>            <C>         
 Net (loss) ................................................   $  (386,526)   $(1,118,358)
 Adjustments to reconcile net (loss) to net cash
  (used for) operating activities:
  Depreciation .............................................         3,000          2,937
  Amortization of excess of costs over
    net assets acquired ....................................          --            1,000
Change in assets and liabilities:
  (Increase) decrease in accounts receivable ...............       971,190       (331,870)
  (Increase) in advances to supplier .......................      (537,656)          --
  Decrease in inventories ..................................         8,090      1,135,189

  (Decrease) increase in accounts payable ..................       267,279       (234,220)
  (Decrease) increase in accrued expenses and
    other liabilities ......................................       (19,666)           906
                                                               -----------    -----------
    Net cash (used for) operating activities ...............       305,711       (544,416)
                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Reduction in loans receivable-officer .....................       (87,396)       257,222
 Advances to equity investee ...............................       (20,000)      (215,000)
                                                               -----------    -----------
    Net cash provided by investing activities ..............      (107,396)        42,222
                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Net proceeds from sale of common stock and warrants .......          --        3,912,054
 Reduction in loans received from affiliate ................       (98,000)      (889,790)
                                                               -----------    -----------
    Net cash provided by and (used for) financing activities       (98,000)     3,022,264

NET INCREASE IN CASH AND CASH EQUIVALENTS ..................       100,315      2,520,070

 Cash and cash equivalents, at beginning of year ...........       491,262          2,207
                                                               -----------    -----------

 Cash and cash equivalents, at end of year .................   $   591,577    $ 2,522,277
                                                               ===========    ===========

SUPPLEMENTAL INFORMATION:
 Taxes paid ................................................   $      --      $      --
 Interest paid .............................................          --             --

</TABLE>
        The accompanying notes are an integral part of these consolidated
                              financial statements

                                       -5-

<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1-           BASIS OF PRESENTATION:

     The consolidated  financial  statements  include the accounts of Multimedia
Concepts  International,  Inc. ("the  Company") and the following  subsidiaries;
American Eagle Industries  Corp.,  "Industries" (55% owned) and its wholly-owned
subsidiary, Match ll, Inc. as well as U.S. Apparel Corp. (wholly-owned). Through
September  30, 1995,  losses  applicable to the minority  shareholders  exceeded
their  interest in Industries,  which was reduced to zero,  and as such,  excess
losses were  charged  against the  operations  of the Company.  Future  earnings
attributable  to the  minority  interest in  Industries,  if any,  will first be
credited to the operations of the Company, to the extent that such excess losses
were previously  absorbed by the Company.  Industries began operations in August
1994.

     In May 1996, the Company formed a new subsidiary,  Video On-Line USA, Inc.,
in order to pursue a certain  acquisition.  No acquisition was ever entered into
and this subsidiary is currently inactive.

     In December  1996, the Company held a special  meeting of its  shareholders
who  authorized  the Company to sell or dispose of its shares in American  Eagle
Industries  Corp.  (and its'  subsidiary  Match ll) or  effect  the  dissolution
thereof.  These  subsidiaries had ceased operations as of September 30, 1996. In
December  1996, in  accordance  with the vote of its  shareholders,  the Company
terminated its financing and business relationships with these subsidiaries.

     In December 1996, the  shareholders  also authorized the Company to dispose
of its 34%interest in an unconsolidated subsidiary, Multi Media Publishing Corp.
which has no revenues or operations.  In December  1996, in accordance  with the
vote of its shareholders, the Company terminated all business relationships with
this  entity  but  intends  to seek the  return  of  certain  funds  that it had
advanced.

     In January 1997, the Company  formed a new  wholly-owned  subsidiary,  U.S.
Apparel  Corp.,  which is engaged in the  design  and  manufacture  of a line of
T-shirts and other tops,  predominately  for men. The Company  began  operations
through this subsidiary in January 1997.

     The accompanying  consolidated financial statements reflect the elimination
of all intercompany transactions and balances.In the opinion of management,  the
accompanying unaudited consolidated financial statements contain all adjustments
necessary to present  fairly the  financial  position of the Company as of March
31, 1997,  the statements of operations and statements of cash flows for the six
month periods ended March 31, 1997 and 1996.


                                       -6-





<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1-           BASIS OF PRESENTATION: (continued)

     The accounting  policies  followed by the Company and its  subsidiaries are
set forth in Note 2 to the Company's  consolidated financial statements included
in the Annual Report on Form 10-KSB for the year ended September 30, 1996, which
is incorporated  herein by reference.  Specific reference is made to this report
for a description  of the  Company's  securities  and the notes to  consolidated
financial  statements  included  herein.  The results of operations  for the six
month  period  ended  March 31,  1997  should  not be  regarded  as  necessarily
indicative of the results that may be expected for the full year.

Note 2-           GOING CONCERN UNCERTAINTY:

     The  accompanying  financial  statements  have been prepared with generally
accepted accounting principles, which contemplate continuation of the Company as
a going concern. However, the Company has sustained substantial operating losses
since  inception,  has realized  negative  gross  margins on the products it has
sold,  and as of September  30, 1996 (the fiscal year end) ceased  operations in
two of its  operating  subsidiaries  and  terminated  all  financing  for  these
subsidiaries.  Further,  the Company has been late in remitting  certain payroll
withholding taxes.

     In  view  of the  above  mentioned  matters,  the  Company's  existence  is
dependent upon  establishing  new  operations  which in turn is dependent on the
Company's ability to meet its future  obligations and the success of such future
operations.  Management  of the Company  believes that actions  presently  being
taken,  as  discussed  below,  will provide the  opportunity  for the Company to
continue in existence.  In January  1997,  the Company  formed a new  subsidiary
which took over the operations of one of the ceased  operations.  Although there
can be no assurance, management believes that the new subsidiary can conduct its
business at a lower cost of operations.  During the three months ended March 31,
1997, this subsidiary recorded sales of approximately $220,000 and also received
a vendor number which will allow it to do business  with a significant  discount
chain store.

Note 3-           INVESTMENT IN PREFERRED STOCK:

     In connection with an employment  agreement  entered into with an executive
officer in May 1996,  the Company  granted an option to such  officer to acquire
2,900,000 common stock purchase warrants at a price of $2.50 per warrant (market
value),  payable  either in cash or other  securities.  Since the warrants  were
issued at market value,  no  compensation  was  reflected.  As of May 1996,  the
officer  had  purchased  these  warrants  with  payment  being made  through the
transfer of 528,000 shares of convertible  preferred  stock in another  publicly
traded company. Play Co. Toys & Entertainment Corp., "Play Co.".


                                      -7-




<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     The Company had valued this preferred stock at $6,917,717,  the deemed fair
value based upon such  factors as dilution,  lack of  marketability,  etc.  This
investment  has been  reflected as a non-current  asset based upon the intent of
management and at the year ended September 30, 1996, was written down further to
fair value,  in  accordance  with SFAS No. 115. In December  1996,  this officer
transferred an additional  75,000 shares of convertible  preferred stock in Play
Co. to further reduce amounts owed by him to the Company.

Note 4-           DUE FROM AFFILIATE:

     As  of  March  31,1997  and   September  30,  1996,   Mister  Jay  Fashions
International,  Inc.  an  entity in which the  chief  operating  officer  of the
Company is the  President,  was  indebted  to the  Company in the  aggregate  of
$804,000  and  $320,000  respectively.  The  Company  has agreed to not  request
repayment of such amount until after April 1, 1998.  This loan bears interest at
an annual rate of 8%.

Note 5-           EARNINGS (LOSS) PER SHARE:

     Earnings  (loss) per share has been  computed on the basis of the  weighted
average number of common shares and common equivalent shares  outstanding during
each period presented.


                                       -8-


<PAGE>
ITEM 2.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations

         The following is  management's  discussion  and analysis of significant
factors which have affected the registrant's financial position and operations.

         Multimedia Concepts  International,  Inc. (the "Company") is a Delaware
corporation  which  was  organized  in  June  1994  under  the  name  U.S.  Food
Corporation;  its name was changed to its present name in June 1995. The Company
acquired  fifty-five  (55%)  percent  of the  capital  stock of  American  Eagle
Industries Corp.  ("American Eagle") in June 1994. In June 1994,  American Eagle
acquired 100% of the issued and outstanding  shares of common stock of Match ll,
Inc.  The Company  also  acquired  thirty-four  (34%)  percent of the issued and
outstanding capital stock of Multi Media Publishing Corp. ("MMP"), in June 1995.

         American Eagle  designed and  manufactured a line of private label knit
tops  predominately  for men and boys,  including  two types of t-shirts and two
types of polo shirts, as well as a lightweight denim jacket.

         Match ll sold its own brand of ladies  tops and  coordinates  under the
trade name "Match ll". The Match ll garments  were sold  nationally in boutiques
and  specialty  chain  stores.  MMP  is  a  development  stage  entity  with  no
operations.

     U.S.  Apparel  Corp.  initiated  operations  in January  1997.  The Company
designs and manufactures a line of T-shirts and other tops predominately for the
mens market.  During the three months ended March 31, 1997,  U.S.  Apparel Corp.
recorded sales of approximately $220,000.

         As of the year  ended  September  30,  1996,  the  Company  ceased  all
operations of American  Eagle and its  subsidiary  Match ll, due to  substantial
recurring  operating  losses.  In  addition,   in  December  1996,  the  Company
terminated all business  relationships with MMP, its  unconsolidated  subsidiary
(see Note 1 of Notes to consolidated financial statements).

         The financial information presented herein includes: (i) Balance sheets
as of March 31, 1997 and September 30, 1996,  (ii)  Statements of operations for
the three  months  ended March 31, 1997 and March 31,  1996,  as well as the six
months  ended  March 31, 1997 and March 31,  1996 and (iii)  Statements  of cash
flows for the six months ended March 31, 1997 and March 31, 1996.

Results of Operations

Three Months Ended March 31, 1997 and March 31, 1996

         Sales for the three months ended March 31, 1997 were $220,320  compared
with sales of $1,890,411 for the  corresponding  three month period ending March
31,  1996.  This  represented  a decrease  in sales of 88.3%.  The  decrease  is
attributable  to the  cessation of  operations  as of September 30, 1996 of both
American  Eagle and its  subsidiary  Match ll, and  reflects the  initiation  of
operations in 1997 of the Company's new subsidiary, U.S. Apparel Corp. Cost of

                                       -9-



<PAGE>
     sales for the three months ended March  31,1997 were  $145,656 or 66.1 % of
sales,  as compared to  $2,536,690 or 134.2% of sales for the three months ended
March 31, 1997. The decrease is attributable to both the cessation of operations
of American Eagle and its subsidiary  Match ll and the start up of operations of
U.S. Apparel Corp. in January 1997.

     Operating  expenses for the three months ended March 31, 1997 were $311,216
or 136.2% of sales. For the three months ended March 31,1996, operating expenses
were $224,100 or 11.9% of sales.  This represented an increase of 38.9% over the
previous  three month period ending March 31, 1996. The increase is due to start
up expenses  associated with the initiation of U.S. Apparel Corp. in the quarter
ended March 31, 1997.

     For the three months ended March 31, 1997,  the Company  reported a loss of
$215,500 or $.07 per common  share.  This loss was due to start up costs of U.S.
Apparel  Corp. as well as costs  associated  with the cessation of operations of
the Company's two subsidiaries.

Six Months Ended March 31, 1997 and March 31, 1996

         Sales for the six months ended March 31, 1997 were the same as reported
in the three months ended the same date. The Company through its new subsidiary,
U.S.  Apparel Corp.  began operations in January 1997. The sales for this period
were $220,320.  In the  corresponding  six months ended March,  1996, sales were
$1,973,442.

     Cost of sales were  $145,656 or 66.1% of sales as compared to $2,609,600 or
132.2% of sales for the six months ended March 31, 1996. This decrease is due to
the  cessation of operations of American  Eagle and its  subsidiary  Match ll in
September 1996.

     Operating expenses for the six months ended March 31, 1997 were $494,266 or
224.3% of sales as  compared  to  $453,185  or 24.1% of sales for the six months
ended  March  31,  1996.  This  increase  of .09% is due to  start  up  expenses
associated  with the  initiation of operations of U.S.  Apparel Corp. in January
1997.

     For the six months  ended March 31,  1997,  the Company  reported a loss of
$386,526 or $.12 per common share.  This loss was due to costs  associated  with
the cessation of operations of American  Eagle Corp. and its  subsidiary,  Match
ll.

Liquidity and capital resources

     At September  30, 1996,  the fiscal year end, the Company  reported cash of
$491,262,  working capital of $3,229,735 and shareholders' equity of $7,454,674.
At March 31, 1997,  the Company  reported cash of $591,577,  working  capital of
$1,887,209 and shareholders' equity of $7,068,148.

     The Company's  auditors issued a going concern  uncertainty  opinion on the
financial statements for the year ended September 30, 1996. The reasons for this
uncertainty  include  substantial  operating  losses  and  the  fact  that as of
September 30, 1996,  the Company  ceased all the activities of its two operating
subsidiaries  (see Note 1 of Notes to the  consolidated  financial  statements).
Unless the Company can  reestablish  operations and those future  operations are
profitable,  the Company may be unable to continue in  existence.  See Note 2 of
Notes to the consolidated  financial statements as regards management's plans to
restore operations. 

                                      -10-



<PAGE>
         PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings:  None

ITEM 2 - Changes in Securities: None

ITEM 3 - Defaults Upon Senior Securities: None

ITEM 4 - Submission of Matters to a Vote of Security Holders: None

ITEM 5 - Other Information

         Via  correspondence  dated  January 31,  1997,  the Nasdaq Stock Market
informed the Company  that it planned to delist the  Company's  securities  from
quotation and trading on the Nasdaq Stock SmallCap  Market,  effective  February
17, 1997. The Company requested,  and was granted, an oral hearing to appeal the
Nasdaq determination.  Thereafter, on March 6, 1997, the Company appeared before
the  Nasdaq  Listing   Qualifications   Panel  for  a  hearing  on  the  issues.
Notwithstanding  the  Company's  arguments,  the Listing  Panel ordered that the
Company's securities be delisted effective March 20, 1997.

         In or about March, 1997, Marlowe & Co.  ("Marlowe"),  a brokerage firm,
filed a 15c2-11  application  with the NASD (National  Association of Securities
Dealers) Regulation, Inc. wherein the broker requested that the Company's shares
be quoted and traded on the OTC  Bulletin  Board.  Marlowe  and the  Company are
undergoing a comment process with NASD in order to effect the OTC Bulletin Board
Listing.

ITEM 6 - Exhibits and Reports on Form 8-K

         Two reports on Forms 8-K were filed on May 15, 1997. In the first,  the
sole item  reported  was the  April 23,  1997  resignation  of Alan  Berkun as a
director of the Company.  In the second,  the sole item reported was the May 14,
1997  mutual  termination  of Lazar,  Levine & Company  LLP as  auditors  of the
Company.  The  resignation  of Lazar,  Levine &  Company  LLP was not due to any
discrepancies or disagreements  between the Company and Lazar,  Levine & Company
LLP on any matter of accounting  principles or  practices,  financial  statement
disclosure, or auditing scope or procedure.



<PAGE>
                                   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.

Dated:        July 14, 1997

                                         Multimedia Concepts International, Inc.
                                                                    (Registrant)


                                                                  \s\ Ilan Arbel
                                                                      Ilan Arbel
                                                                       President


                                                                \s\ Allean Goode
                                                                    Allean Goode
                                                                       Treasurer


<PAGE>
<PAGE>