**UNITEDSTATES****SECURITIES AND EXCHANGECOMMISSION****Washington D. C.20549**

**FORM 10-QSB**

**(X) Quarterly report pursuant toSection 13 or 15(d) of the  Securities****andExchange  Act of 1934.**

**For the quarterly period ended June30, 2001.**

**( ) Transition  report pursuant toSection 13 or 15(d) of the Exchange****Actfor the transition period from  _________ to _________ .**

**Commission File Number:333-34686**

**PR SPECIALISTS,INC.****(Exact name of registrant asspecified in charter)**

| **DELAWARE****(State of or other jurisdictionof****incorporation or organization)** | **95-4792965****(IRS Employer I.D.  No.)** |
|-------------------------------------------------------------------------------------|--------------------------------------------|

**6041 PomegranateLane****Woodland Hills, California91367****(Address of Principal ExecutiveOffices)**

**(818)992-7999****(Registrant's Telephone Number,Including Area Code)**

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

YES (x) NO ( )

Indicate the number of shares outstanding of each of theissuer's classes of stock as of June 30, 2001. 

5,034,000 Common Shares

Transitional Small Business Disclosure Format:

**YES (  ) NO (x)**

**1**

PR SPECIALISTS,INC.INDEX TO FORM 10-QSB

| **PART I. FINANCIAL INFORMATION**                                                                                                                                                               | **Page** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
| Item 1. Financial Statements (unaudited)                                                                                                                                                        |          |
| Balance Sheets as of June 30, 2001 and December 31,2000                                                                                                                                         | 3        |
| Statements of Operations for the three and sixmonths ended June 30, 2001, the three months ended June 30, 2000, and theperiods March 21, 2000 (date of incorporation) to June 30, 2000 and 2001 | 4        |
| Statement of Stockholders' Equity for the sixmonths ended June 30, 2001                                                                                                                         | 5        |
| Statements of Cash Flows for the three and sixmonths ended June 30, 2001, the three months ended June 30, 2000, and theperiods March 21, 2000 (date of incorporation) to June 30, 2000 and2001  | 6        |
| Notes to Financial Statements                                                                                                                                                                   | 7        |
| Item 2. Management's Discussion and Analysis ofFinancial Condition and Results of Operations (including cautionarystatement)                                                                    | 9        |
| **PART II.	OTHER INFORMATION**                                                                                                                                                                  |          |
| Item 1. Legal Proceedings                                                                                                                                                                       | 10       |
| Item 2. Changes in Securities                                                                                                                                                                   | 10       |
| Item 3. Defaults Upon Senior Securities                                                                                                                                                         | 10       |
| Item 4. Submission of Matters to a Vote of SecuritiesHolders                                                                                                                                    | 11       |
| Item 5. Other Information                                                                                                                                                                       | 11       |
| Item 6. Exhibits and Reports on Form 8-K                                                                                                                                                        | 11       |
| Signatures                                                                                                                                                                                      | 11       |

**2**

PR SPECIALISTS,INC.(A Development Stage Enterprise)

BALANCE SHEETS 

****

| ASSETS                                                                                                                  | June 30,2001(unaudited) |  | December 31, 2000 |
|-------------------------------------------------------------------------------------------------------------------------|-------------------------|--|-------------------|
| CURRENT ASSETS :                                                                                                   |                         |  |                   |
|    Cash and cash equivalents                                                                             | $   41,523              |  | $     59,269      |
| Prepaid assets                                                                                                          | 5,000                   |  | -                 |
|                                                                                                                         |                         |  |                   |
| TOTAL                                                                                                                   | $   46,523              |  | $     59,269      |
|                                                                                                                         |                         |  |                   |
|                                                                                                                         |                         |  |                   |
| LIABILITIES AND STOCKHOLDERS’EQUITY                                                                               |                         |  |                   |
|                                                                                                                         |                         |  |                   |
| CURRENT LIABILITIES- Due to shareholder                                                                                 | $            -          |  | $     5,792       |
|                                                                                                                         |                         |  |                   |
| STOCKHOLDERS' EQUITY:                                                                                                   |                    |  |                   |
| Preferred stock - $0.001 par value; authorized5,000,000 common shares; no shares issued and outstanding                 | -                       |  | -                 |
|    Common stock - $0.001 par value;20,000,000 shares authorized; 5,034,000 shares issued and outstanding | 5,034                   |  | 5,034        |
| Additional paid-in capital                                                                                              | 1,085,100               |  | 1,052,600    |
|    Deficit accumulated during thedevelopment stage                                                       | (1,043,611)             |  | (1,004,157)       |
|           Totalstockholders' equity                                   | 46,523                  |  | 53,477            |
|                                                                                                                         |                         |  |                   |
| TOTAL                                                                                                                   | $    46,523             |  | $    59,269  |

****

SEE NOTES TO FINANCIAL STATEMENTS. 

3

PR SPECIALISTS,INC.(A Development Stage Enterprise)

STATEMENTS OFOPERATIONS(Unaudited)

****

|                                              |   | For the  three months ended June30, 2001 |   | For the six months ended June30, 2001 |   | For the  three months ended June30, 2000 |   | For the Period March 21, 2000(date of incorporation) to June 30, 2000 |   | For the Period 

March 21, 2000, (date ofincorporation) to June 30, 2001 |
|----------------------------------------------|---|------------------------------------------|---|---------------------------------------|---|------------------------------------------|---|-----------------------------------------------------------------------|---|--------------------------------------------------------------------------|
|                                              |   |                                          |   |                                       |   |                                          |   |                                                                       |   |                                                                          |
| **REVENUES:**                                | $ | 500                                      | $ | 1,790                                 | $ | 8,950                                    | $ | 8,950                                                                 | $ | 13,930                                                                   |
|                                              |   |                                          |   |                                       |   |                                          |   |                                                                       |   |                                                                          |
| **EXPENSES:**                                |   |                                          |   |                                       |   |                                          |   |                                                                       |   |                                                                          |
| Stock based compensation - relatedparty      |   | -                                        |   | -                                     |   | -                                        |   | 900,000                                                               |   | 900,000                                                                  |
| Stock based consulting fees                  |   | -                                        |   | -                                     |   | -                                        |   | -                                                                     |   | 37,400                                                                   |
| Employee compensation                        |   | 16,250                                   |   | 32,500                                |   | 16,250                                   |   | 16,250                                                                |   | 81,250                                                                   |
| Professional fees                            |   | 2,837                                    |   | 7,657                                 |   | 3,979                                    |   | 5,479                                                                 |   | 19,859                                                                   |
| Marketing                                    |   | -                                        |   | -                                     |   | 8,950                                    |   | 8,950                                                                 |   | 8,950                                                                    |
| Office and other                             |   | 351                                      |   | 1,087                                 |   | 1,692                                    |   | 2,276                                                                 |   | 10,082                                                                   |
|                                              |   |                                          |   |                                       |   |                                          |   |                                                                       |   |                                                                          |
|                                              |   |                                          |   |                                       |   |                                          |   |                                                                       |   |                                                                          |
| Total expenses                               |   | 19,438                                   |   | 41,244                                |   | 30,871                                   |   | 932,955                                                               |   | 1,057,541                                                                |
|                                              |   |                                          |   |                                       |   |                                          |   |                                                                       |   |                                                                          |
| **NET LOSS**                                 | $ | (18,938)                                 | $ | (39,454)                              | $ | (21,921)                                 | $ | (924,005)                                                             | $ | (1,043,611)                                                              |
|                                              |   |                                          |   |                                       |   |                                          |   |                                                                       |   |                                                                          |
| Net Loss Per Share –Basic and Diluted  | $ | (0.00)                                   | $ | (0.01)                                | $ | (0.00)                                   | $ | (0.21)                                                                | $ | (0.22)                                                                   |
|                                              |   |                                          |   |                                       |   |                                          |   |                                                                       |   |                                                                          |
| Weighted Average Number of SharesOutstanding |   | 5,034,000                                |   | 5,034,000                             |   | 4,500,000                                |   | 4,500,000                                                             |   | 4,764,700                                                                |

****

 SEE NOTES TO FINANCIAL STATEMENTS**.**

4

PR SPECIALISTS,INC.(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDERS'EQUITYFor the six months ended June 30,2001(Unaudited)

****

|                                      |   |           |              |         |                    |           |                                            |             |   |          |
|--------------------------------------|---|-----------|--------------|---------|--------------------|-----------|--------------------------------------------|-------------|---|----------|
|                                      |   |           | Common Stock |         | Additional Paid-In |           | Deficit Accumulated During the Development |             |   |
|                                      |   | Shares    |              | Amount  |                    | Capital   |                                            | Stage       |   | Total    |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |
| Balances, December 31, 2000          | $ | 5,034,000 | $            | $ 5,034 | $                  | 1,052,600 | $                                          | (1,004,157) | $ | 53,477   |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |
| Contribution of services by employee |   |           |              |         |                    | 32,500    |                                            |             |   | 32,500   |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |
| Net Loss                             |   |           |              |         |                    |           |                                            | (39,454)    |   | (39,454) |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |
| Balances, June 30, 2001              | $ | 5,034,000 | $            | 5,034   | $                  | 1,085,100 | $                                          | (1,043,611) | $ | 46,523   |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |
|                                      |   |           |              |         |                    |           |                                            |             |   |          |

****

SEE NOTES TO FINANCIAL STATEMENTS. 

5

PR SPECIALISTS,INC. (A Development Stage Enterprise)

STATEMENTS OF CASHFLOWS(Unaudited)

****

|                                                                             |   | For the three months ended June 30, 2001 |   | For the six months ended June 30, 2001 |   | For the three months ended June 30, 2000 |   | For the period March 21, 2000 (date of incorp-oration to June30, 2000 |   | For the period March 21, 2000(dateof incorp-  oration) to June 30, 2001 |
|-----------------------------------------------------------------------------|---|------------------------------------------|---|----------------------------------------|---|------------------------------------------|---|-----------------------------------------------------------------------|---|-------------------------------------------------------------------------|
| Cash Flows From Operating Activities:                                       |   |                                          |   |                                        |   |                                          |   |                                                                       |   |                                                                         |
|    Net loss                                                  | $ | (18,938)                                 | $ | (39,454)                               | $ | (21,921)                                 | $ | (924,005)                                                             | $ | (1,043,611)                                                             |
| Adjustments to reconcile net loss to net cash used by operating activities: |   |                                          |   |                                        |   |                                          |   |                                                                       |   |                                                                         |
| Stock based compensation                                                    |   | -                                        |   | -                                      |   | -                                        |   | 900,000                                                               |   | 900,000                                                                 |
| Stock based consulting fees                                                 |   |                                          |   |                                        |   | -                                        |   | -                                                                     |   | 37,400                                                                  |
| Other non-cash compensation                                                 |   | 16,250                                   |   | 32,500                                 |   | 16,250                                   |   | 17,750                                                                |   | 82,750                                                                  |
| Increase in prepaid assets                                                  |   | (5,000)                                  |   | (5,000)                                |   | -                                        |   | -                                                                     |   | (5,000)                                                                 |
| Net Cash Used by Operating Activities                                       |   | (7,688)                                  |   | (11,954)                               |   | (5,671)                                  |   | (6,255)                                                               |   | (28,461)                                                                |
|                                                                             |   |                                          |   |                                        |   |                                          |   |                                                                       |   |                                                                         |
| Cash Flows From Financing Activities:                                       |   |                                          |   |                                        |   |                                          |   |                                                                       |   |                                                                         |
| Issuance of common stock                                                    |   | -                                        |   | -                                      |   | -                                        |   | -                                                                     |   | 69,400                                                                  |
| Net change in due from affiliate                                            |   | (388)                                    |   | (5,792)                                |   | 5,671                                    |   | 5,671                                                                 |   | -                                                                       |
|  Capital contribution                                                  |   | -                                        |   | -                                      |   | -                                        |   | 584                                                                   |   | 584                                                                     |
| Net Cash Provided by Financing Activities                                   |   | (388)                                    |   | (5,792)                                |   | 5,671                                    |   | 6,255                                                                 |   | 69,984                                                                  |
|                                                                             |   |                                          |   |                                        |   |                                          |   |                                                                       |   |                                                                         |
| Net Increase (decrease) In Cash and Cash  Equivalents                       |   | (8,076)                                  |   | (17,746)                               |   | -                                        |   | -                                                                     |   | 41,523                                                                  |
|                                                                             |   |                                          |   |                                        |   |                                          |   |                                                                       |   |                                                                         |
| Cash and Cash Equivalents at Beginning of Period                            |   | 49,599                                   |   | 59,269                                 |   | -                                        |   | -                                                                     |   | -                                                                       |
|                                                                             |   |                                          |   |                                        |   |                                          |   |                                                                       |   |                                                                         |
| Cash and Cash Equivalents at End of Period                                  | $ | 41,523                                   | $ | 41,523                                 | $ | -                                        | $ | -                                                                     | $ | 41,523                                                                  |
|                                                                             |   |                                          |   |                                        |   |                                          |   |                                                                       |   |                                                                         |
| Supplemental disclosure of cash flow information:                           |   |                                          |   |                                        |   |                                          |   |                                                                       |   |                                                                         |
| Cash paid for interest                                                      | $ | -                                        | $ | -                                      | $ | -                                        | $ | -                                                                     | $ | -                                                                       |
|                                                                             |   |                                          |   |                                        |   |                                          |   |                                                                       |   |                                                                         |
| Cash paid for income taxes                                                  | $ | -                                        | $ | -                                      | $ | -                                        | $ | -                                                                     | $ | -                                                                       |

****

    SEE NOTES TO FINANCIAL STATEMENTS. 

6

PR SPECIALISTS,INC.NOTES TO FINANCIALSTATEMENTS(Unaudited)

**NOTE A - FORMATION AND OPERATIONS OF THE COMPANY**

PR Specialists, Inc. ("we",  "us", "our") wasincorporated under the laws of the state of Delaware on March 21, 2000. We areconsidered to be in the development stage as defined in Financial AccountingStandards Board Statement No. 7, and intend to provide publicity services tosmall and medium size companies. Our planned principal operations have notcommenced; therefore most of our accounting policies and procedures have not yetbeen established.

Use of Estimates  

The preparation of financial statements in accordancewith accounting principles generally accepted in the United States of Americarequires us to make estimates and assumptions that affect the reported amountsof assets and liabilities and the disclosure of contingent assets andliabilities at the date of the financial statements.  The reported amounts ofrevenues and expenses during the reporting period may be affected by theestimates we are required to make.  Actual results could differ from ourestimates.

#### BASIS OFPRESENTATION

Our accompanying unaudited financial statements havebeen prepared in accordance with accounting principles generally accepted in theUnited States of America for interim financial information and the instructionsto Form 10-QSB and Rule 10-1 of Regulation S-X of the Securities and ExchangeCommission  (the "SEC").  Accordingly, these financial statements do not includeall of the footnotes required by generally accepted accounting principles. Inour opinion, all adjustments (consisting of normal and recurring adjustments)considered   necessary for a fair presentation have been included.  Operatingresults for the three and six months ended June 30, 2001 are not necessarilyindicative of the results that may be expected for the year ended December 31,2001. The accompanying financial statements and the notes thereto should be readin conjunction with our audited financial statements as of and for the yearended December 31, 2000 contained in our Form 10-KSB.

**NOTE B - GOING CONCERN**

Our financial statements have been prepared on a goingconcern basis, which contemplates the realization of assets and the satisfactionof liabilities in the normal course of business.  We have incurred net operatinglosses since our inception, and anticipate (1) that we will incur net losses forthe foreseeable future, and (2) require a significant amount of capital tocommence our planned principal operations and proceed with our business plan.Since we do not currently engage in business activities that provide significantcash flow, our ability to continue as a going concern is dependent on ourability to raise capital to fund our cash requirements until our businessoperations begin to provide sufficient cash flow to pay our expenses andimplement our business plan.  Our plans include selling shares of our commonstock through private placements however there is no assurance that we will besuccessful in our efforts to raise capital.  These factors, among others,indicate that we may be unable to continue as a going concern for a reasonableperiod of time.  Our financial statements do not include any adjustmentsrelating to the recoverability and classification of recorded asset amounts orthe amounts and classification of liabilities that might be necessary should webe unable to continue as a going concern.

**7**

**NOTE C – BARTER TRANSACTIONS**

During the period March 21, 2000 (date of incorporation)to December 31, 2000, we entered into various barter transactions whereby weprovided certain publicity services having an estimated fair market value of$8,950 to various customers in exchange for content and reference services.These services, and the related services provided to us by our customers, havebeen reflected as revenues and marketing expenses, respectively, in thestatement of operations.

**NOTE D - RELATED PARTY TRANSACTIONS**

On the date of incorporation, 4,500,000 shares of ourcommon stock were issued to our founding stockholders.  The value of theseservices, which was based on the number, and fair value of shares issued, hasbeen reflected as stock based compensation in the accompanying statement ofoperations.   

During the period March 21, 2000 (date of incorporation)to June 30, 2001, we recognized $81,250 of employee compensation.  We believethis amount represents the fair value of services provided to us by ourpresident during this period.   Because this compensation will not be paid, nowor in the future, this amount has been reflected as an increase in additionalpaid-in capital in the accompanying balance sheet. No amounts have been ascribedto the use of a portion of our president's home for office space in theaccompanying statement of operations because the value of such office space wasnot considered significant. 

In addition, our other founding stockholder providedservices having a fair value of $1,500 to us during the period March 21, 2000(date of incorporation) to December 31, 2000.  Because no consideration wasexchanged for these services, the amounts were reflected as increases inadditional paid-in capital.

Our founding stockholders have periodically advancedfunds to us.  These advances, which have been paid as of June 30, 2001, wereunsecured, non-interest bearing and due on demand.

During the period March 21, 2000 (date of incorporation)to December 31, 2000, we issued 187,000 shares of our common stock asconsideration for certain consulting services.  The value of these services,which was based on the number, and fair value, of shares issued ($.20 per sharebased on the price at which other shares were being offered at the time theservices were rendered), has been reflected as stock based consulting fees inthe accompanying statement of operations. 

**NOTE E- INCOME TAXES**

During the period March 21, 2000 (date of incorporation)to June 30, 2001, we recognized losses for both financial and tax reportingpurposes.  As such, no provision for income taxes and/or deferred income taxespayable have been provided for in the accompanying financial statements.

At June 30, 2001, we had a net operating losscarryforward of approximately $23,500 for income tax purposes.  The carryforwardwill be available to offset future taxable income through the period ended June30, 2021. The deferred income tax asset arising from this net operating losscarryforward is not recorded in the accompanying balance sheet because weestablished a valuation allowance to fully reserve such asset, as itsrealization did not meet the required asset recognition standard established bySFAS 109.

**8**

**NOTE F – NET LOSS PER SHARE**

We compute net loss per share in accordance with SFASNo. 128  "Earnings per Share"  ("SFAS No. 128") and SEC Staff AccountingBulletin 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  tocommon  stockholders  for the period by the weighted  average number of commonshares  outstanding  during the period.  Diluted net loss per share is computedby dividing the net loss for the period by the number of common and commonequivalent shares outstanding during the period.  There have been no commonequivalent shares outstanding since our inception; accordingly basic and dilutednet loss per share are identical for each of the periods in the accompanyingstatements of operations.

**NOTE G – COMMON STOCK OFFERING**

In August 2000, our registration statement with the SECto sell up to 3,125,000 shares of our common stock at $0.20 per share wasdeclared effective. The offering, which closed in August 2001, was on abest-efforts, no minimum basis, and resulted in the sale of 534,000 shares ofour common stock.

**NOTE H – COMMITMENTS**

On June 20, 2001, we engaged a financial consulting firmto act as our financial advisor, and to furnish investment banking services tous.  The agreement, which may be canceled by either party at any time upon 10days written notice, is for a term of one year, and requires us to pay totalconsideration of $10,000 (consisting of a $5,000 retainer paid in June 2001 andpayments of $2,500 due in August and October 2001).  The $5,000 has beenreflected as a prepaid asset in the accompanying balance sheet. 

Item 2. 

**MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS**

The following discussion and analysis should be read inconjunction with the balance sheet as of December 31, 2000 and the financialstatements as of and for the three and six months ended June 30, 2001 and 2000included with this Form 10-QSB.

We are considered to be in the development stage asdefined in Financial Accounting Standards Board Statement No. 7.  With theexception of certain cash (which arose substantially from sales of our commonstock) and a prepaid asset of $5,000, we have no assets.  In addition, since ourinception, we have only generated $13,930 of revenues (approximately $9,000 ofwhich resulted from barter transactions which did not result in us receivingcash for our services).  

During the three and six months ended June 30, 2001, thethree months ended June 30, 2000, and the period March 21, 2000 (date ofincorporation) to June 30, 2000, we incurred expenses of approximately $19,400,$41,200, $30,900 and $933,000, respectively.  These expenses included non-cashcompensation and consulting fees of approximately $16,300, $32,500, $16,300 and$917,800, respectively. 

Since our inception, we have incurred approximately$1,057,500 of expenses; approximately $29,900 of which resulted in the outlay ofcash.  These expenses, which were funded by approximately $69,000 of proceedsreceived from our common stock, resulted primarily from 

9

our efforts to establish clients and expand our businessoperations.  Because we do not plan to incur any significant expenditures untiland unless we are able to raise funds through sales of our common stock, webelieve we have adequate cash to maintain our operations for the next year.However, in order for us to proceed with our business plan, we need to raiseadditional equity of at least $50,000.  This amount, coupled with our cash onhand as of June 30, 2001 would allow us to meet our projected expenditures forthe twelve-month period following the close of the offering.  Theseexpenditures will be used principally for web site development, recruitingemployees and payroll.  If was re unable to raise additional capital, we willnot have the cash in place to meet our required and/or projected expendituresfor the next twelve months.  

Readers   are   referred   to the   cautionarystatement, which addresses forward-looking statements.

**CAUTIONARY STATEMENT**

This Form 10-QSB, press releases and certain informationprovided  periodically in writing or orally by our  officers  or our agentscontain  statements  which constitute  forward-looking  statements within themeaning of Section 27A of the Securities  Act, as amended and Section 21E of theSecurities  Exchange  Act of 1934. The words expect,  anticipate,  believe,goal, plan, intend,  estimate and similar  expressions and variations thereof ifused are intended to specifically identify  forward-looking  statements.  Thosestatements  appear in a number of places in this  Form  10-QSB  and in otherplaces,  particularly,  Management's Discussion and Analysis or Results ofOperations,  and include statements regarding the intent, belief or currentexpectations us, our directors or our officers  with respect to, among otherthings:  (i) our  liquidity  and capital resources;  (ii) our  financingopportunities  and plans and (iii) our  future performance  and  operatingresults.  Investors and  prospective  investors are cautioned that any suchforward-looking  statements are not guarantees of future performance and involverisks and uncertainties, and that actual results may differ  materially fromthose projected in the  forward-looking  statements as a result of  variousfactors.  The  factors  that might  cause  such  differences include,  amongothers,  the  following:  (i) any  material  inability of us to successfullyinternally  develop  our  products;  (ii) any  adverse  effect  or limitationscaused by Governmental regulations;  (iii) any adverse effect on our positivecash flow and abilities to obtain  acceptable  financing in connection with ourgrowth  plans;  (iv) any  increased  competition  in business;  (v) anyinability of us to  successfully  conduct our business in new markets;  and (vi)other risks  including  those  identified in our filings with the Securities andExchange Commission. We undertake no obligation to publicly update or revise theforward  looking  statements  made in this  Form  10-QSB  to  reflect  events orcircumstances after the date of this Form 10-QSB or to reflect the occurrence ofunanticipated events. 

**PART II. - OTHERINFORMATION**

Item 1. Legal Proceedings 

**NONE**

Item 2. Changes in Securities 

**NONE**

Item 3. Defaults Upon Senior Securities 

**NONE**

10

Item 4. Submission of Matters to a Vote of SecuritiesHolders 

**NONE**

Item 5. Other Information 

**NONE**

Item 6. Exhibits and Reports on Form 8-K 

**NONE**

**SIGNATURES**

Pursuant  to the  requirements  of the  SecuritiesExchange  Act of  1934,  the registrant  has duly  caused  this  report  to besigned  on its  behalf by the undersigned, thereunto duly authorized.

| **SIGNATURE**    | **TITLE**                          | **DATE**        |
|------------------|------------------------------------|-----------------|
| /s/ Bryan Eggers | Director, Chief Accounting Officer | August 20, 2001 |

**11**