UNITED STATES
                       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 and Exchange Act of 1934.

        For the quarterly period ended September 30, 2000
                                       ------------------
(   )   Transition report pursuant to Section 13 or 15(d) of the
        Exchange Act for the transition period from _______ to ______ .


                     Commission File Number: 000-30425
                                             ---------


                             Lifelong.com Inc.
            --------------------------------------------------
            (Exact name of registrant as specified in charter)


       Colorado                                          05-0508618
------------------------                          -------------------------
(State of Incorporation)                          (I.R.S. Employer I.D. No)



                    329 East Main Street, North Adams, Mass
                   ----------------------------------------
                   (Address of Principal Executive Offices)


                              (888) 725-3433
             ----------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)



Check whether the registrant: (1) has filed all reports required to be filed
by Section by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                           YES ( X )   NO (  )

Indicate the number of shares outstanding of each of the issuer's classes of
stock as of November 6, 2000.


                         20,743,000 Common Shares


Transitional Small Business Disclosure Format:

                          YES ( )     NO (X)



<PAGE>


This Form 10-QSB/A is filed for the purpose of correcting typographical
errors contained in the Form 10-QSB for the period ended September 30, 2000
filed with the United States Securities & Exchange Commission on November
20, 2000, as follows:

a)      The cover page of the Form 10-QSB for the period ended September
        30, 2000 reflected an incorrect Commission File Number and an
        incorrect I.R.S. Employer Identification Number; and

b)      The Cautionary Statement, part (i) (Item 2., Management's Discussion
        and Analysis or Plan of Operation, p. 16) has been modified to
        correct the typographical error contained in the filing submitted
        on November 20, 2000.



<PAGE>

                            LIFELONG.COM, INC.
                            ------------------

                           INDEX TO FORM 10-QSB


PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

        Balance Sheet as of September 30, 2000                       3

        Statements of Operations for the three months
          ended and period February 16, 2000 through
          September 30, 2000                                         4

        Statement of Stockholders' Equity (Deficit) for
          the period February 16, 2000 through
          September 30, 2000                                         5

        Statements of Cash Flows for the three months
          ended and period February 16, 2000 through
          September 30, 2000                                         6

Notes to Financial Statements                                        7

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                          11


PART II.	OTHER INFORMATION

Item 1. Legal Proceedings .....................................      14
Item 2. Changes in Securities .................................      14
Item 3. Defaults Upon Senior Securities .......................      14
Item 4. Submission of Matters to a Vote of Securities Holders .      14
Item 5. Other Information .....................................      14
Item 6. Exhibits and Reports on Form 8-K ......................      14

Signatures


<PAGE>    2

                            Lifelong.com, Inc.
                            ------------------
                    (A Development Stage Enterprise)
                    --------------------------------


                  BALANCE SHEET AS OF SEPTEMBER 30, 2000
----------------------------------------------------------------------------

ASSETS
------

CURRENT ASSETS:
  Cash                                                          $      2,855
  Affiliate receivable                                                 1,661
                                                                ------------
     Total current assets                                              4,516

COMPUTER EQUIPMENT (net of accumulated depreciation
  of $2,781)                                                          27,940

OTHER                                                                  6,376
                                                                ------------
TOTAL                                                           $     38,832
                                                                ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

CURRENT LIABILITIES:
  Accounts payable                                               $   192,587
  Accrued payroll and benefits                                       118,540
  Stockholder advances                                                75,000
  Accrued and other liabilities                                        8,190
                                                                ------------
     Total current liabilities                                       394,317

CONVERTIBLE DEBT                                                     103,960
                                                                ------------
      Total liabilities                                              498,277
                                                                ------------

STOCKHOLDERS' DEFICIT:
  Preferred stock - $.001 par value: 50,000,000
    shares authorized; zero shares issued and
    outstanding                                                            0
  Common stock - $.001 par value; 50,000,000 shares
    authorized; 20,743,000 shares issued and
    outstanding                                                       20,743
  Additional paid-in capital                                      14,291,927
  Deficit accumulated during the development stage               (14,772,115)
                                                                ------------
      Total stockholders' deficit                                   (459,445)
                                                                ------------
  TOTAL                                                         $     38,832
                                                                ============
----------------------------------------------------------------------------

See notes to financial statements



<PAGE>    3


                            Lifelong.com, Inc.
                            ------------------
                     (A Development Stage Enterprise)
                     --------------------------------


                         STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------
                                                        For the period
                                                        February 16,         For the three
                                                        2000 (date of        months ended
                                                        incorporation)       September 30,
                                                        to September             2000
                                                          30, 2000            (Unaudited)
                                                        --------------      --------------
<S>                                                     <C>                 <C>
OPERATING EXPENSES:
  Stock-based expenses:
      Employee compensation and benefits                $   7,105,585       $            0
      Professional and consulting fees                      4,839,315            2,551,034
      Product development                                      37,950                    0
      Selling and marketing                                    13,800                    0
  Loss from impairment of goodwill                          1,912,670              534,670
  Other employee compensation and benefits                    465,349              241,132
  Other product development                                   222,052              112,119
  Other professional and consulting fees                       34,534               12,000
  Other selling and marketing                                  47,433                5,433
  Travel and entertainment                                     22,579                6,173
  Other                                                        70,848               50,963
                                                        -------------       --------------
NET LOSS                                                $  14,772,115       $    3,513,524
                                                        =============       ==============
NET LOSS PER SHARE:
Basic and diluted                                       $        0.75       $         0.18
                                                        -------------       --------------
Weighted average number of common shares
  outstanding                                              19,675,000           19,692,600
                                                        =============       ==============

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

</TABLE>

See notes to financial statements





<PAGE>     4


                            Lifelong.com, Inc.
                            ------------------
                     (A Development Stage Enterprise)
                     --------------------------------


                     STATEMENT OF STOCKHOLDERS' DEFICIT
          for the period February 16, 2000 (date of incorporation)
                          to September 30, 2000

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------

                                                                                    Deficit
                                                                                    Accumulated
                                                                    Additional      During the
                                               Common Stock          Paid-In        Development
                                         Shares        Par Value     Capital           Stage             Total
                                       ----------      ---------    -----------     ------------      ------------
<S>                                    <C>             <C>          <C>             <C>               <C>
Balances, February 16, 2000
  (date of incorporation)                       0      $       0    $         0     $          0      $          0

Sales of common stock                     613,551            614        422,736                            423,350

Other issuance's of common stock:
  To founding stockholders              9,777,949          9,778      6,737,007                          6,746,785
  To other employees for services         520,000            520        358,280                            358,800
  To consultants for services           7,088,500          7,088      4,883,977                          4,891,065
  In connection with merger               743,000            743        511,927                            512,670
  In connection with acquisition        2,000,000          2,000      1,378,000                          1,380,000

Net loss for the period
  February 16, 2000 (date of
  incorporation) to September
  30, 2000                                                                           (14,772,115)      (14,772,115)
                                       ----------      ---------    -----------     ------------      ------------
Balances, September 30, 2000           20,743,000      $  20,743    $14,291,927     $(14,772,115)     $   (459,445)
                                       ==========      =========    ===========     ============      ============


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

</TABLE>

See notes to financial statements






<PAGE>    5

                            Lifelong.com, Inc.
                            ------------------
                     (A Development Stage Enterprise)
                     --------------------------------


                         STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                        February 16,         For the three
                                                        2000 (date of        months ended
                                                        incorporation)       September 30,
                                                        to September             2000
                                                          30, 2000            (Unaudited)
                                                        --------------      --------------
<S>                                                     <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITES:
     Net loss                                           $  (14,772,115)     $   (3,513,524)
  Adjustment to reconcile net loss to net
  cash used by operating activities:
     Depreciation                                                2,781               2,781
     Loss from impairment of goodwill
       (net of liabilities assumed)                          1,890,670             512,670
     Stock based compensation                               11,996,650           2,551,034
     (Increase)/decrease in accounts
       receivable                                               (1,661)              4,888
     Increase in accounts payable and
       other liabilities                                       319,317             239,863
                                                        --------------      --------------
NET CASH USED BY OPERATING ACTIVITIES                         (564,358)           (202,288)
                                                        --------------      --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of computer equipment                           (28,721)             (2,325)
     Other                                                      (6,376)                (50)
                                                        --------------      --------------
CASH USED BY INVESTING ACTIVITIES                              (35,097)             (2,375)
                                                        --------------      --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of
       convertible debentures                                  103,960            (292,833)
     Proceeds from issuance of common stock                    423,350             423,350
     Advances from stockholders                                 75,000              75,000
                                                        --------------      --------------
CASH PROVIDED BY FINANCING ACTIVITIES                          602,310             205,517
                                                        --------------      --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                        2,855                 854
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       0                   0
                                                        --------------      --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                $        2,855      $          854
                                                        ==============      ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Taxes Paid                                         $            0      $            0
                                                        ==============      ==============
     Interest Paid                                      $            0      $            0
                                                        ==============      ==============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES -
During the period February 16, 2000 (date of incorporation) to
September 30, 2000, the Company issued 2,743,000 shares of its common
stock in connection with two business combinations (see Notes A and C).

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

</TABLE>



<PAGE>    6

                            Lifelong.com, Inc.
                            ------------------
                     (A Development Stage Enterprise)
                     --------------------------------

                      NOTES TO FINANCIAL STATEMENTS

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

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Lifelong.com, Inc. (the "Company") was incorporated under the laws of
the state of Delaware on February 16, 2000.  The Company, which is
considered to be in the development stage as defined in Financial
Accounting Standards Board Statement No. 7, intends to deliver highly
interactive, computer-based learning programs for corporate training
and educational purposes over the Internet.  The planned principal
operations of the Company have not commenced, therefore most of the
accounting policies and procedures have not yet been established.

On September 7, 2000, the Company merged with Providence Capital II,
Inc. ("Providence"), which was formed in 1999 for the purpose of
acquiring a private company desiring to become public.  For financial
statement purposes, the merger has been treated as a reverse
acquisition with the Company being treated as the acquiree; as such
Providence was considered to be the surviving legal entity and
succeeded to the name of Lifelong.com, Inc.

The transaction was accounted for as a purchase.  Accordingly, and
because Providence had no operations and/or assets as of the merger
date, the entire purchase price of approximately $535,000 (consisting
of 743,000 shares of the Company's common stock and liabilities
assumed of approximately $22,000) was reflected as goodwill as of the
merger date.  Subsequently, the goodwill was determined to be impaired
and as such the entire amount has been included in the loss from
impairment of goodwill in the accompanying statement of operations.

Use of Estimates
----------------

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements.  The reported amounts of
revenues and expenses during the reporting period may be affected by
the estimates and assumptions management is required to make.  Actual
results could differ from those estimates.

Year End
--------

The Company's year-end is December 31.


NOTE B - GOING CONCERN

The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  As of
September 30, 2000, the Company had a stockholders' deficit of
approximately $459,000 and a net working capital deficiency of
approximately $390,000.  In addition, the




<PAGE>    7


Company anticipates that it will incur net operating losses for the
foreseeable future, and require a significant amount of capital to
commence its planned principal operations and proceed with its
business plan.  Accordingly, the Company's ability to continue as a
going concern is dependent upon its ability to secure an adequate
amount of capital to finance its planned principal operations and
implement its business plan.  The Company's plans include continued
sales of their common stock and the issuance of debt, however there is
no assurance that they will be successful in their efforts to raise
the amount of capital necessary to proceed with their business plans.
These factors, among others, may indicate that the Company will be
unable to continue as a going concern for a reasonable period of time.

The financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts or the
amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.


NOTE C - COMMON STOCK

In addition to the issuance of common stock discussed at Note A,
common stock was issued as follows:

During the period February 16, 2000 (date of incorporation) to
September 30, 2000, the Company sold 613,551 shares of its common
stock to approximately sixty investors at a price of $0.69 per share.

During the period February 16, 2000 (date of incorporation) to
September 30, 2000, the Company issued 9,777,949 shares of its common
stock to its founding stockholders as consideration for services
rendered.  The value of these services, which was based on the number,
and fair value, of shares issued ($0.69 per share based on the price
at which other shares were sold) has been included in employee
compensation and benefits in the accompanying statement of operations.

In March 2000, the Company purchased substantially all of the assets
of Lifelong Software, Inc. (an affiliated entity by virtue of common
ownership with one individual who beneficially owns approximately 15%
of the Company) for total consideration of approximately $1,380,000
(consisting of 2,000,000 shares of the Company's common stock).  The
transaction was accounted for as a purchase.  Accordingly, and because
the purchase price was $1,378,000 greater than the fair value of the
net assets acquired, goodwill was created. Subsequently, the goodwill
was determined to be impaired and as such $1,378,000 has been included
in the loss from impairment of goodwill in the accompanying statement
of operations.

During the period February 16, 2000 (date of incorporation) to
September 30, 2000, the Company issued 7,608,500 shares of its common
stock to various employees and consultants as consideration for the
following services:




<PAGE>    8


<TABLE>
<CAPTION>

                                              Shares       Share       Value of
Description of Service                        Issued       Price       Services
----------------------                      ---------      -----      -----------
<S>                                         <C>            <C>        <C>
Product development - consultant               55,000      $0.69      $    37,950
Marketing - consultant                         20,000      $0.69           13,800
Marketing - employee                          500,000      $0.69          345,000
Business planning /general - employees         20,000      $0.69           13,800
Business planning /general - consultants    7,013,500      $0.69        4,839,315
                                            ---------                 -----------
Totals                                      7,608,500                 $ 5,249,865
                                            =========                 ===========

</TABLE>

The value of these services, which was based on the number, and fair
value, of shares issued (share prices represent the price at which
other shares were being sold during the period February 16, 2000 (date
of incorporation) to September 30, 2000, has been included in various
stock-based expenses in the accompanying statement of operations.

The Company intends to develop a stock option plan whereby options to
purchase up to five million shares of the Company's common stock may
be granted over the next twelve months.


NOTE D - CONVERTIBLE DEBENTURES

Convertible debentures bear interest at a fixed rate of 10% per annum
and entitle their holders to convert such debentures to the Company's
common stock at a conversion price of $1.00 per share at any time
between January 1, 2001 and their maturity date of October 31, 2001.


NOTE E - OTHER RELATED PARTY TRANSACTIONS

The Company periodically borrows funds from various stockholders.  At
September 30, 2000, advances from stockholders were $75,000.  The
advances are unsecured, non-interest bearing and due on demand.

The Company utilizes a Canadian bank account owned by Lifelong
Software Canada, Inc. (an entity owned by two of the Company's
founding stockholders) for the collection and disbursement of Canadian
funds.  As of September 30, 2000, the balance due from this account
was $1,661, which amount has been recorded as an affiliate receivable.


NOTE F - INCOME TAXES

During the period February 16, 2000 (date of incorporation) to
September 30, 2000, the Company recognized losses for both financial
and tax reporting purposes.  Accordingly, no deferred taxes have been
provided for in the accompanying statement of operations.

At September 30, 2000, the Company had a net operating loss
carryforward of approximately $885,000 for income tax purposes.  This
carryforward is available to offset future taxable income





<PAGE>    9


through the period ended September 30, 2020.  The deferred income tax
asset arising from this net operating loss carryforward is not
recorded in the accompanying balance sheet because the Company
established a valuation allowance to fully reserve such asset as its
realization did not meet the required asset recognition standard
established by SFAS 109.


NOTE G - NET LOSS PER SHARE

The Company computes net loss per share in accordance with SFAS No.
128 "Earnings per Share"  ("SFAS No. 128") and SEC Staff Accounting
Bulletin No. 98 ("SAB 98").  Under the provisions of SFAS No. 128 and
SAB 98, basic net loss per share is computed by dividing the net loss
available to common stockholders for the period by the weighted
average number of common shares outstanding during the period.
Diluted net loss per share is computed by dividing the net loss for
the period by the number of common and common equivalent shares
outstanding during the period.  Convertible debentures have not been
included in the loss per share calculations because they are anti-
dilutive.  As such and because there are no other common share
equivalents outstanding, basic and diluted net loss per share are the
same.


NOTE H - COMMITMENTS

On April 7, 2000, the Company entered into an agreement with Astronaut
Rick Searfoss whereby Mr. Searfoss will perform content consulting for
the "Team Building and Motivation" and "Mission2Read" programs, act as
a Company spokesperson and participate in or coordinate certain other
projects.  As of September 30, 2000, Mr. Searfoss has received $15,000
and 20,000 shares of the Company's common stock as consideration for
services rendered.  In addition, Mr. Searfoss is entitled to
indefinitely receive a monthly retainer of $2,500, and will receive
options to purchase at least 30,000 shares of the Company's common
stock.

On September 26, 2000, the Company entered into a letter of intent to
establish a license agreement with AskBeverely.com, Inc., for the
purpose of hosting, distributing, marketing, and developing certain
Internet based articles for newspaper and/or magazine syndication.
Pursuant to terms of the letter of intent, the Company has agreed to
be responsible for marketing and sales, billing and collections,
accounting, planning and advice, web-hosting and technical support and
legal costs.  In addition to revenue sharing, the Company is obligated
to grant options for the purchase of up to 500,000 common shares if
certain distribution contracts are secured.


NOTE I - SUBSEQUENT EVENT

On October 6, 2000, the Company entered into a letter of intent to
acquire IC Education, Inc. ("ICED"), an unrelated technology-based
provider of educational products.  Pursuant to terms of the letter of
intent, the Company has agreed to issue up to a maximum of three
million shares of its common stock and pay approximately $150,000 of
ICED's debts in exchange for all the outstanding shares of ICED.  The
Company anticipates that it will also enter into various employment
and bonus agreements with employees of ICED.



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




<PAGE>    10


ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


OVERVIEW

     The following discussion and analysis should be read in
conjunction with the balance sheet as of September 30, 2000 and the
financial statements as of and for the three and nine months ended
September 30, 2000 included with this Form 10-QSB.

     Information related to our predecessor entity, Providence Capital
II, Inc. ("Providence"), has been omitted as it was formed in 1999 for
the purpose of acquiring a private company desiring to become public.
For financial statement purposes, the merger has been treated as a
reverse acquisition with LifeLong.Com ("Lifelong") being treated as
the acquiree.

     Readers are referred to the cautionary statement, which addresses
forward-looking statements made by the Company.

     Lifelong is considered to be in the development stage as defined
in Financial Accounting Standards Board Statement No. 7, and we are
currently in the process of creating strategic relationships and
acquiring complementary operating companies within the e-learning
industry that have proven management and state-of-the-art
technologies.


RESULTS OF OPERATIONS

     For the period from inception in February 2000 to date, we have
not generated any revenues and incurred a cumulative net loss of
$14,772,115 of which $13,909,320 were non-cash charges.   These
expenses are primarily related to our initial development and
implementation of our business plan.

Liquidity and Capital Resources
-------------------------------

     Since we have not begun operations, we have depended upon sales
of our common stock, issuance of convertible debentures and borrowings
from certain stockholders to finance our working capital requirements.

     During the period from inception to September 30, 2000, we raised
gross proceeds of  $423,350 from the sale of equity securities and
$103,960 from the issuance of convertible debentures to investors and
friends and family of our management. We used all of those proceeds to
finance the cost of our operations to date as well as the development
of certain technologies. In addition, we have borrowed $75,000 from
shareholders that are non-interest bearing and payable on demand.

     Operating activities from inception to September 30, 2000
created a net use of cash of $564,358.


<PAGE>    11


      We intend to raise an additional three million dollars over the
next sixty to ninety days to continue software development, expand our
web site, hire additional personnel, sales and marketing, licensing
content, purchase equipment and general working capital.

      We need the proceeds of this offering to expand our operations
and finance our future working capital requirements. Based upon our
current plans and assumptions relating to our business plan, we
anticipate that the net proceeds from this offering will satisfy our
capital requirements for at least twelve months following the closing
of this offering. If our plans change or our assumptions prove to be
inaccurate, we may need to seek additional financing sooner than
currently anticipated or curtail our operations.

Material Agreements
-------------------

     On October 6, 2000, the Company entered into a letter of intent
to acquire IC Education, Inc. ("ICED"), an unrelated technology-based
provider of educational products.  Pursuant to terms of the letter of
intent, the Company has agreed to issue up to a maximum of three
million shares of its common stock and pay approximately $150,000 of
ICED's debts in exchange for all the outstanding shares of ICED.  The
Company anticipates that it will also enter into various employment
and bonus agreements with employees of ICED.


CAUTIONARY STATEMENT



CAUTIONARY STATEMENT

This Form 10-QSB, press releases and certain information provided
periodically in writing or orally by the Company's officers or its
agents contain statements which constitute forward-looking statements
within the meaning of Section 27A of the Securities Act, as amended
and Section 21E of the Securities Exchange Act of 1934. The words
expect, anticipate, believe, goal, plan, intend, estimate and similar
expressions and variations thereof if used are intended to
specifically identify forward-looking statements. Those statements
appear in a number of places in this Form 10-QSB and in other places,
particularly, Management's Discussion and Analysis of Financial
Condition and Results of Operations, and include statements regarding
the intent, belief or current expectations of the Company, its
directors or its officers with respect to, among other things: (i) the
Company's liquidity and capital resources; (ii) the Company's
financing opportunities and plans and (iii) the Company's future
performance and operating results. Investors and prospective investors
are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties,
and that actual results may differ materially from those projected in
the forward-looking statements as a result of various factors. The
factors that might cause such differences include, among others, the
following: (i) any material inability of the Company to successfully
identify, consummate and integrate the acquisition of complementary
businesses at reasonable and anticipated costs to the Company;
(ii) any material inability of the Company to successfully internally
develop its products; (iii) any adverse effect or limitations caused by
Governmental regulations; (iv) any adverse effect on the Company's
continued positive cash flow and abilities to obtain acceptable
financing in connection with its growth plans; (v) any increased


<PAGE>    12


competition in business;  (vi) any inability of the Company to
successfully conduct its business in new markets; and (vii) other
risks including those identified in the Company's filings with the
Securities and Exchange Commission. The Company undertakes no
obligation to publicly update or revise the forward looking statements
made in this Form 10-QSB to reflect events or circumstances after the
date of this Form 10-QSB or to reflect the occurrence of unanticipated
events.




<PAGE>    13


                   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 Securities Holders

          NONE

Item 5.   Other Information

          NONE

Item 6.   Exhibits and Reports on Form 8-K

          Form 8-K, Item 1, filed September 7, 2000 amended November 8,
2000.


                            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.





   11/20/2000                                   /s/ Francis Gariepy
----------------                                --------------------
      Date                                      Francis Gariepy, CFO



<PAGE>    14