COTTAGE INVESTMENTS, INC



                           FILING TYPE:  10-Q
                           DESCRIPTION:  QUARTERLY REPORT
                           FILING DATE:  MAY 15, 2001
                           PERIOD END:   MARCH 31, 2001


                     PRIMARY EXCHANGE:   OVER THE COUNTER INCLUDES OTC
                                         AND OTCBB
                               TICKER:   COTF





--------------------------------------------------------------------------------
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<PAGE>

<TABLE>
<CAPTION>
                               TABLE OF CONTENTS

----------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>
PART 1...................................................................................................1

ITEM 1. FINANCIAL STATEMENTS.............................................................................2
         CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2001.................................................2
         CONSOLIDATED STATEMENTS OF OPERATIONS - THREE MONTHS ENDED MARCH
               31 2000 AND 2001..........................................................................3
         CONSOLIDATED STATEMENTS OF CASH FLOWS - THREE MONTHS ENDED MARCH
               31 2000 AND 2001..........................................................................4
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS......................................................5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........................................6

PART II..................................................................................................8

ITEM 1. LEGAL PROCEEDINGS................................................................................8

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS........................................................8

ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................................................................8

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............................................8

ITEM 5. OTHER INFORMATION................................................................................8

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A.......................................................9

EXHIBIT 1...............................................................................................11
</TABLE>







<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                    FORM 10-Q

                                   (Mark One)

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

                  For the quarterly period ended March 31, 2001

                          Commission File No. 000-28713

                            Cottage Investments, Inc.
                               ------------------
             (Exact name of registrant as specified in its charter)

         Nevada
         ------                                          88-0443120
(State of Incorporation)                    (I.R.S. Employer Identification No.)


                          505 Park Avenue, NY,NY 10022
             ------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 888-1396
                                  -------------
              (Registrant's telephone number, including area code)

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

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

                APPLICABLE ONLY TO 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 court. Yes_X__ No___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:

Common Stock, $0.00001 par value per share, 154,212,164 shares issued and
outstanding as of March 31, 2001.

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]

<PAGE>

PART 1
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2001

                            COTTAGE INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2001

<TABLE>
<CAPTION>
ASSETS
<S>                                                          <C>
 CASH                                                        $       29,025
 OTHER CURRENT ASSETS                                                 1,356
                                                               ---------------------
                                                                     30,369

 FIXED ASSETS                                                           -
 OTHER ASSETS                                                           400

                                                            ------------------------
  TOTAL ASSETS                                                       30,769
                                                            ========================


  LIABILITIES AND STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT)

 CURRENT LIABILITIES:

   Accounts payable and accrued expenses                          1,158,771
   Loans Payable                                                    675,628
   Lease Obligations                                                 52,641
   Net Liabilities from MyFavoriteShoe.com, Inc.                  1,687,771

                                                            ------------------------
  TOTAL CURRENT LIABILITIES                                       3,574,810

 STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT)
    Common stock, $.00001 par, 350,000,000 shares
      authorized, 161,976,538 and 175,608,298 shares issued
     as of March 2001 and 2000, respectively                          1,620
    Additional paid-in capital                                    8,095,492
    Deficit accumulated during the development stage            (11,641,153)

 TOTAL STOCKHOLDERS'/MEMBERS'
                                                            ------------------------
   EQUITY (DEFICIT)                                              (3,544,042)

 TOTAL LIABILITIES AND STOCKHOLDERS'/
                                                            ------------------------
   MEMBERS' EQUITY (DEFICIT)                                         30,769
                                                            ========================
</TABLE>

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




                                       2
<PAGE>

                    CONSOLIDATED STATEMENTS OF OPERATIONS -
                   THREE MONTHS ENDED MARCH 31 2000 AND 2001

                            COTTAGE INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF OPERATIONS 1
                  FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000

<TABLE>
<CAPTION>
                                                                                       Three Months Ended March 31
                                                                                       2001                   2000
                                                                                       ----                   ----
<S>                                                                                    <C>                    <C>
REVENUES:                                                                                    -                4,840

COST OF GOODS SOLD                                                                           -                5,814

                                                                          ------------------------------------------
     Gross margin                                                                            -                 (974)

OPERATING EXPENSES                                                                     103,174            2,561,505

                                                                          ------------------------------------------
OPERATING LOSS                                                                        (103,174)          (2,562,479)

OTHER INCOME (EXPENSES):
   Interest expense                                                                          -               (1,372)
   Interest income                                                                         134                2,916

                                                                          ------------------------------------------
Total other income (expenses)                                                              134                1,544

Loss from Continuing Operations                                                       (103,040)          (2,560,935)

Discontinued Operations
Net Loss (Gain) from operations of MyFavoriteShoe.com, Inc.                              5,917                    -

                                                                          ------------------------------------------
NET LOSS                                                                               (97,123)          (2,560,935)
                                                                          ==========================================

WEIGHTED AVERAGE COMMON SHARES                                                     157,536,562          175,108,298
USED IN COMPUTING BASIC AND
   DILUTED LOSS PER SHARE

BASIC AND DILUTED LOSS PER                                                           $   (0.00)            $  (0.01)
COMMON SHARE
</TABLE>


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




                                       3
<PAGE>

                    CONSOLIDATED STATEMENTS OF CASH FLOWS -
                   Three months ended MARCH 31 2000 AND 2001

                            COTTAGE INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND
                    FOR THE THREE MONTHS ENDED MARCH 31, 2000

<TABLE>
<CAPTION>
                                                                                     Three Months Ended March 31
                                                                                     2001                   2000
                                                                                     ----                   ----
<S>                                                                               <C>                 <C>
CASH FLOWS FORM OPERATING ACTIVITIES:
  Net loss                                                                         $ (97,123)          $ (2,560,935)

Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation                                                                             -                 24,347

  Stock issued for consulting services                                                 1,799                      -
  Changes in operating assets and liabilities:
    Accounts receivable                                                                    -                  4,662
    Inventory                                                                              -                (31,055)
    Prepaid expenses                                                                   2,775                    848
    Accounts payable and accrued expenses                                            (39,404)              (138,406)

    Deferred Payroll & Payroll Liabilities                                           113,500                      -
    Tax Liability                                                                          -                   (141)
    Deferred revenue                                                                       -                 (1,677)
    Net Liabilities from MyFavoriteShoe.com, Inc.                                     (5,917)               246,886

                                                                    ------------------------------------------------
Total adjustments                                                                     72,753                105,463

                                                                    ------------------------------------------------
 Net cash used in operating activities                                               (24,370)            (2,455,471)


CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase (Write down) of Property, Equipment & Investments                              (0)            (1,343,263)


CASH FLOWS FROM FINANCING ACTIVITIES:
    Loans                                                                                  -                    750
    Lease Obligations                                                                      -                 (3,333)
    Proceeds from stockholder contributions, net                                           -                805,613

                                                                    ------------------------------------------------
 Net cash provided by (used in) financing activities                                       -                803,030



NET INCREASE (DECREASE) IN CASH AND CASH                            ------------------------------------------------
  EQUIVALENTS                                                                        (24,370)            (2,995,704)
                                                                    ================================================

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                                                 53,394              3,411,554


CASH AND CASH EQUIVALENTS, END                                      ------------------------------------------------
  OF PERIOD                                                                           29,025                415,850
                                                                    ================================================

Suplemental disclosure of cash flow information:
  Stock issued for settlement of payables                                           $306,929                $     -
</TABLE>


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





                                       4
<PAGE>

                            COTTAGE INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 31, 2001 AND MARCH 31, 2000

PRINCIPLES OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
management's opinion, all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 2001 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2001. For further
information, refer to the consolidated financial statements and the notes
thereto included in the Company's annual report on Form 10-K for the 12 months
ended December 31, 2000.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Cottage
Investments, Inc. and its wholly owned subsidiaries, or the Company. All
significant inter-company accounts and transactions have been eliminated.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities and Exchange
Act of 1934, as amended, which are intended to be covered by the safe harbors
created thereby. These statements include the plans and objectives of the
Company for future operations. The forward-looking statements included herein
are based on current expectations that involve numerous risks and uncertainties.
The Company's plans and objectives are based on the assumption that the
Company's entry into the communications industry will be successful, that
competitive conditions within the communications industry will not change
materially or adversely and that there will be no material adverse change in the
Company's expected operations or business. Assumptions relating to the foregoing
involve judgments with respect to, among other things, future economic,
competitive and market conditions, as well as future business decisions, all of
which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes that the
assumptions underlying the forward-looking statements included herein are
reasonable, the inclusion of such information should not be regarded as a
representation by the Company, or any other person, that the objectives and
plans of the Company will be achieved.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Revenue Recognition

The Company had no revenue during the three month period ended March 31, 2001.


Continuing as a Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles. The Company has sustained losses
during the year ended December 31, 2000, and the three months ended March 31,
2001 and such losses are continuing in fiscal year 2001. Additionally, the
Company has used, rather than provided, cash in its operating activities during
the year ended December 31, 2000, and this was also the case for the three
months ended March 31, 2001. Due to its cash flow situation, the Company is
attempting to negotiate payment terms with vendors representing a significant
portion of the accounts payable and is managing the payment of the remaining
accounts payable on a case-by-case basis.



                                       5
<PAGE>

In view of the matters described in the preceding paragraph, there is
significant doubt about the Company's ability to continue as a going concern.
The satisfaction of the liabilities reflected in the accompanying balance sheet
is dependent upon continued operation of the Company, which is in turn dependent
upon the Company's ability to meet its financing requirements on a continuing
basis, to negotiate terms with its current creditors, and to succeed in its
future operations.


Lease Obligations

As of March 31, 2001, the Company is currently in default on equipment operating
leases with Dell Acceptance Corp. for a total current lease obligation of
$52,641


Loans Payable

The Company is currently in default on loans from Internet Financial Services,
LLC., Avenel Ventures, Inc., pcBoat.com, James Carter, and Tower Hill Holdings,
Inc. The loan to Mr. Carter is secured with 10,107,500 shares of Common Stock.
Mr. Carter has requested the shares be issued unless payment to him is made
immediately.

The Company has convertible notes due within the next twelve months to InfoTech
Contract Services, Inc. and Stonebridge Technologies, Inc.

The loans payable of the Company are summarized as follows:

                                                           Loans Payable
                                                           -------------

Internet Financial Services, LLC                            387,716
Avenel Venture, Inc.                                        134,370
pcBoat                                                        9,000
James Carter                                                  9,000
Tower Hill Holdings, Inc.                                    12,279
Convertible Notes
-----------------
   InfoTech Contract Services                                82,774
   Stonebridge Technologies                                  40,490

Total                                                       675,628


Capital Stock

8,760,000 shares were issued to purchase $306,929.10 in debt of
MyFavoriteShoe.com.

119,953 shares were issued to settle dispute with a former consultant.


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

FINANCIAL CONDITION

Total assets as of March 31, 2001 were $30,769, a decrease of $2,142,571 from
total assets of $2,173,340 at March 31, 2000. The decrease is primarily
attributable to expenses related to the Company's aggressive spending to quickly
launch its internet operations and the subsequent write off of the assets as the
internet businesses did not succeed. In the three months ended March 31, 2001,
assets decreased $27,143 due to the cost of the Company's operations.

Current liabilities increased by $2,948,582 from $626,228 at March 31, 2000 to
$3,574,810 at March 31, 2001. The increase is primarily attributable to expenses
related to the Company's aggressive spending to quickly launch its internet
operations. The increase is primarily attributable to increasing accounts
payable and accrued expenses of $1,040,473, increases in loans payable of
$675,628, increases in current lease obligations of $6,365, and the increase in
the net liabilities of MyFavoriteShoe.com of $1,226,117. In the three months
ended March 31, 2001,



                                       6
<PAGE>

liabilities decreased $238,750. A significant portion of the decrease is due to
the conversion of accounts payable to equity.

Stockholder's equity decreased from $1,547,112 at March 31, 2000 to -$3,544,042
at March 31, 2001, a decrease of $5,091,153. The decrease is primarily
attributable to expenses related to the Company's aggressive spending to quickly
launch its internet operations and the subsequent write off of the assets as the
internet businesses did not succeed. In the three months ended March 31, 2001,
stockholders equity increased $211,606. The increase is primarily due to the
conversion of accounts payable to equity.

RESULTS OF OPERATIONS

Revenue decreased by $4,840 for the three-month period ended March 31, 2001 as
compared to the same period for the prior year. The decrease for the three-month
period is due to the cessation of the Company's internet operations. Thus, there
was no revenue in the three months ended March 31, 2001.

Cost of goods sold decreased by $5,814 for the three-month period ended March
31, 2001 as compared to the same period for the prior year. The decrease is due
to the sales decrease.

Operating expenses decreased by $2,459,305 to $103,174 for the three-month
period ended March 31, 2001. The decrease is primarily attributable to the
closing of the Company's internet operations.

The Company incurred a net loss of $97,123 for the three months ended March 31,
2001 as compared to a net loss of $2,560,935 for the three months ended March
31, 2000, which is a decreased loss of $2,463,812. The decrease is primarily
attributable to the closing of the Company's internet operations.

LIQUIDITY AND CAPITAL RESOURCES

During the three-month period ended March 31, 2001, operating activities
consumed $24,370 of cash as compared to $2,455,471 for the same period for the
prior year. The primary reason for the significant decrease was the cessation of
expenditures related to the Company's now closed internet operations. The
Company has effectively expended all of its current resources and has a serious
liquidity shortfall. The Company is in the process of approaching its creditors
to attempt to settle liabilities with past due vendors and paying down its
accounts payable and accrued liabilities. Failure to renegotiate current
liabilities with its vendors could be devastating to the viability of the
Company as a going concern into question.

The Company is making efforts to bring in outside capital to fund its business
plan. Failure to achieve further funding could be devastating to the viability
of the Company as on ongoing concern.

MANAGEMENT'S OPERATING PLANS

The Company intends to primarily focus the development of communications related
businesses.



                                       7
<PAGE>

PART II.

ITEM 1. LEGAL PROCEEDINGS.

David Kenner v. Zebramart.com , Inc. and William Head--Fulton County Superior
Court, State of Georgia

On March 22, 2001, the Company amicably resolved a law suit filed by David
Kenner, the Company's former CEO, in the Fulton County, GA Superior Court on
December 27, 2000.



ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

8,760,000 shares were issued to purchase $306,929.10 in debt of
MyFavoriteShoe.com.

119,953 shares were issued to settle dispute with a former consultant.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable


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

None


ITEM 5. OTHER INFORMATION

On May 11, 2001, the Company issued a press release regarding the sale of the
Company's ownership interest in MyFavoriteShoe.com, Inc., a Delaware
corporation. This press release is attached as Exhibit 1 and is incorporated
herein by reference. In the transaction, which closed on May 9, 2001, all shares
of MyFavoriteShoe.com owned by the Company, which constitutes 100% of the
outstanding shares of MyFavoriteShoe.com, were sold to Orbalexing, Inc. for
total consideration of $50.00.

On May 11, 2001, the Company issued a press release regarding the sale of the
Company's ownership interest in zebramart.com, inc., a Georgia corporation, or
zebramart. This press release is attached as Exhibit 1 and is incorporated
herein by reference. In the transaction, which closed on May 9, 2001, all shares
of zebramart owned by the Company, which constitutes approximately 99% of the
outstanding shares of zebramart, were sold to Orbalexing, Inc. for total
consideration of $50.00.

Orbalexing, Inc. is 100% owned by Daniel Mackell, who is the CEO, President and
Chairman of the Board of the Company and a greater than 5% owner of the Company.

Summarized below is the unaudited and condensed proforma balance sheet and
statement of operations. The balance sheet is prepared as if the divestiture
took place on March 31, 2001. The statement of operations is prepared as if the
divestiture took place on January 1, 2001.




                                       8
<PAGE>

                            COTTAGE INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             PROFORMA BALANCE SHEET
                                 MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                                             Proforma
                                                                           zebramart &      Adjusting      ProForma
                                                        Consolidated     MyFavoriteShoe      Entries       Cottage
<S>                                                   <C>               <C>                <C>          <C>
ASSETS
 CURRENT ASSETS                                       $    30,369       $     11,173       $   -        $  19,195

 OTHER ASSETS                                         $       400       $        -         $   -        $     400

                                                     ------------------------------------------------------------------
 TOTAL ASSETS                                         $    30,769       $     11,173       $   -        $  19,595
                                                     ==================================================================

LIABILITIES & STOCKHOLDERS EQUITY
 CURRENT LIABILITIES                                  $ 3,574,810       $  3,070,556       $   -        $ 504,254

 SHAREHOLDERS' EQUITY (DEFICIT)                       $(3,544,042)      $ (3,059,383)      $   -        $(484,659)

                                                     ------------------------------------------------------------------
 TOTAL LIABILITIES & STOCKHOLDERS EQUITY              $    30,769       $     11,173       $   -        $  19,595
                                                     ==================================================================
</TABLE>


                            COTTAGE INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       PROFORMA STATEMENTS OF OPERATIONS 1
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                                  Proforma
                                                                zebramart &      Adjusting
                                            Consolidated      MyFavoriteShoe      Entries    ProForma Cottage
<S>                                      <C>                <C>                 <C>         <C>
OPERATING EXPENSES                       $   (103,174)      $     45,543        $   -       $   (148,717)

OTHER INCOME (EXPENSES)                  $      6,051       $      5,917        $   -       $        134

                                         ----------------------------------------------------------------------
NET LOSS                                 $    (97,123)      $     51,460        $   -       $   (148,583)
                                         ======================================================================

WEIGHTED AVERAGE COMMON SHARES            157,536,562                                        157,536,562
USED IN COMPUTING BASIC AND
   DILUTED LOSS PER SHARE

BASIC AND DILUTED LOSS PER               $      (0.00)                                       $     (0.00)
COMMON SHARE
</TABLE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K AND 8-K/A

(d) EXHIBITS.

      Exhibit No.   Description

           1        Press Release dated May 11, 2001:  Cottage Announces Sale Of
                    Assets



                                       9
<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.


                                       COTTAGE INVESTMENTS, INC.



Date: May 15, 2001                  By: /s/ Daniel J. Mackell
                                       ----------------------------------------
                                            Daniel J. Mackell
                                            (Chairman, President and Chief
                                            Executive Officer)
                                            (principal financial officer)








                                       10
<PAGE>

EXHIBIT 1
Press Release dated May 11, 2001:  Cottage Announces Sale Of Assets


CONTACT:
Van Negris / Philip J. Denning
Kehoe, White, Van Negris & Company, Inc.
(212) 396-0606

FOR IMMEDIATE RELEASE

Cottage Announces Sale Of Assets

New York, NY - May 11, 2001 - Cottage Investments, Inc. (Symbol: COTF) announced
today that on May 9, 2001 the Company sold its ownership interests in both
MyFavoriteShoe.com, Inc. and zebramart.com, inc. Details of the transactions
were not released.

Cottage Investments, Inc. is communications infrastructure company. Cottage
Investments' development strategy is focused on investing and growing companies
that have the potential to become industry leaders in their respective fields.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Certain statements contained in this press release are or may be deemed to
be "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, including discussion and analysis, results of
operation, and business plans or strategies that are not statements of
historical fact. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors regarding the company's
business, operations and competitive environment that may cause the actual
results of the company to be materially different from historical results or
from any future results expressed or implied by such forward-looking statements.
Forward-looking statements also include projections of financial performance,
statements regarding management's plans and objectives and statements concerning
any assumptions relating to the foregoing, or statements regarding potential
benefits related to use of the company's products. These forward-looking
statements reflect management's opinions only as of the date hereof and the
company assumes no obligation to update any such forward-looking statements.
                                      # # #




                                       11