U. S. Securities and Exchange Commission
                         Washington, D. C.  20549


                                FORM 10-QSB


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

     For the quarterly period ended March 31, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from                to
                                    --------------    ---------------


                       Commission File No. 0-24480

                           SANGUINE CORPORATION
                           --------------------
              (Name of Small Business Issuer in its Charter)

           NEVADA                                        95-4347608
           ------                                        ----------
(State or Other Jurisdiction of                   (I.R.S. Employer I.D. No.)
 incorporation or organization)

                        101 East Green Street, #11
                        Pasadena, California  91105
                        ---------------------------
                 (Address of Principal Executive Offices)

                Issuer's Telephone Number:  (626) 405-0079


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

(1)  Yes  X     No                 (2)  Yes  X    No
         ---     ---                        ---     ---

<PAGE>
             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                PROCEEDINGS DURING THE PRECEDING FIVE YEARS

                              Not applicable.


                   APPLICABLE ONLY TO CORPORATE ISSUERS

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

                              March 31, 2003

                                36,524,476
                                ----------

                      PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements.

          The Financial Statements of the Company required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes.  In the opinion of management,
the Financial Statements fairly present the financial condition of the
Company.

<PAGE>
                       SANGUINE CORPORATION
                  (A Development Stage Company)

                      FINANCIAL STATEMENTS

               March 31, 2003 and December 31, 2002
<PAGE>
<TABLE>
<CAPTION>
                       SANGUINE CORPORATION
                  (A Development Stage Company)
                         Balance Sheets



                              ASSETS

                                            March 31,           December 31,
                                               2003                2002
                                           (Unaudited)
<S>                                      <C>                   <C>
CURRENT ASSETS

     Cash                                  $    1,824               1,393
                                           ----------          ----------
          Total Current Assets                  1,824               1,393
                                           ----------          ----------
PROPERTY AND EQUIPMENT, NET (Note 1)                -                   -
                                           ----------          ----------
          TOTAL ASSETS                     $    1,824          $    1,393
                                           ==========          ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
                               F-2
<PAGE>
<TABLE>
<CAPTION>
                        SANGUINE CORPORATION
                  (A Development Stage Company)
                    Balance Sheets (Continued)


              LIABILITIES AND STOCKHOLDERS' DEFICIT

                                            March 31,          December 31,
                                               2003                2002
                                           (Unaudited)
<S>                                       <C>                 <C>
CURRENT LIABILITIES

     Related party payables              $    187,805        $    187,805
     Accounts payable                          98,240             171,068
     Accrued interest                          12,695              10,085
     Accrued interest   related party         326,128             294,091
     Accrued salaries                         772,000             748,000
     Other accrued expenses                     2,369               2,369
     Notes payable and convertible
     notes payable                             74,750              40,000
     Notes payable   related party          1,088,977           1,079,977
                                         ------------        ------------
          Total Current Liabilities         2,562,964           2,533,395

LONG-TERM LIABILITIES

     Notes Payable                                  -              28,750
                                         ------------        ------------
          Total Long-Term Liabilities               -              28,750
                                         ------------        ------------
          Total Liabilities                 2,562,964           2,562,145
                                         ------------        ------------
STOCKHOLDERS' DEFICIT

     Common stock: 100,000,000
       shares authorized of $.001
       par value, 36,524,476, and
       34,798,607 shares outstanding,
       respectively                            36,525              34,799
     Additional paid-in capital             3,479,684           3,422,257
     Expenses prepaid with common stock       (73,990)            (96,510)
     Accumulated deficit during
       the development stage               (6,003,359)         (5,921,298)
                                         ------------        ------------
     Total Stockholders' Deficit           (2,561,140)         (2,560,752)
                                         ------------        ------------
          TOTAL LIABILITIES AND
          STOCKHOLDERS' DEFICIT          $      1,824        $      1,393
                                         ============        ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
                               F-3
<PAGE>
<TABLE>
<CAPTION>
                      SANGUINE CORPORATION
                  (A Development Stage Company)
                     Statements of Operations
                           (Unaudited)

                                                                    From
                                                              Inception of the
                                                                Development
                                                                  Stage on
                                                                 January 18,
                               For the Three Months Ended        1990 Through
                                      March 31,                   March 31,
                                   2003            2002             2003
<S>                              <C>             <C>          <C>
REVENUE                           $       -     $         -    $    150,000

OPERATING EXPENSES

     Consulting                      26,761       1,151,202       2,236,863
     Research and Development        16,200          50,400       1,295,347
     Selling, general and
     administrative                  31,571         139,454       2,181,810
                                  ---------     -----------    ------------
       Total Operating Expenses      74,532       1,341,056       5,714,020
                                  ---------     -----------    ------------
LOSS FROM OPERATIONS                (74,532)     (1,341,056)     (5,564,020)
                                  ---------     -----------    ------------
OTHER INCOME (EXPENSE)

     Interest income                      -               4          27,457
     Interest expense               (33,501)        (58,663)       (459,011)
     Loss on cash deposit                 -               -         (10,020)
     Gain (Loss) on settlement
     of debt                         25,972               -           2,235
                                  ---------     -----------    ------------
          Total Other Income
          (Expense)                  (7,529)        (58,659)       (439,339)
                                  ---------     -----------    ------------
NET LOSS                          $ (82,061)    $(1,399,715)   $ (6,003,359)
                                  =========     ===========    ============
BASIC LOSS PER SHARE              $   (0.00)    $     (0.05)
                                  =========     ===========
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING           35,781,273      30,640,000
                                 ==========     ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
                               F-4
<PAGE>
<TABLE>
<CAPTION>
                       SANGUINE CORPORATION
                  (A Development Stage Company)
                    Statements of Cash Flows
                           (Unaudited)

                                                             From Inception of
                                                                Development
                                                              Stage on January
                                For the Three Months Ended    18, 1990 through
                                        March 31,                  March
                                   2003          2002            31, 2003
<S>                              <C>                <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

     Net loss                        $  (82,061)  $(1,399,715)  $ (6,003,359)
     Adjustments to reconcile net
       loss to net cash used
       by operating activities:
          Depreciation and amortization       -             -          4,609
          Equity instruments issued
          for services                    5,894     1,139,327      2,157,265
          Interest on beneficial
          conversion feature                  -        25,000         25,000
          Legal expense related to
          beneficial conversion feature       -         3,750          3,750
          Note payable issued for services    -        25,000        727,950
          (Gain) Loss on extinguishments
          of debt                       (25,972)            -         (2,235)
          Recognition of prepaid
          expenses and expenses prepaid
          with common stock              25,242        69,375         97,117
     Changes in assets and liabilities:
          Decrease in prepaid expenses        -             -        205,625
          Increase in accounts payable
          and related party payables      3,681         9,553        338,817
          Increase in accrued interest
          payable                        34,647        33,664        338,823
          Increase in accrued liabilities     -        59,426          2,369
          Increase in accrued salaries   24,000        15,000        772,000
                                       --------      --------     ----------
               Net Cash Used by
               Operating Activities     (14,569)      (19,620)    (1,332,269)
                                       --------      --------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES

     Cash paid for fixed assets               -             -         (4,609)
                                       --------      --------     ----------
               Net Cash Used by
               Investing Activities           -             -         (4,609)
                                       --------      --------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES

     Proceeds from notes payable and
       notes payable-related party       15,000         3,750        184,377
     Payments on notes payable and
       notes payable-related party            -             -         (8,600)
     Proceeds from issuance of
       convertible debentures                 -             -         40,000
     Contributed capital                      -             -            750
     Common stock issued for cash             -             -      1,122,175
                                       --------      --------     ----------
          Net Cash Provided by
          Financing Activities           15,000         3,750      1,338,702
                                       --------      --------     ----------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                          431       (15,870)         1,824

CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR                         1,393        23,445              -
                                       --------      --------     ----------
CASH AND CASH EQUIVALENTS AT END
OF YEAR                                $  1,824      $  7,575     $    1,824
                                       ========      ========     ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
                               F-5
<PAGE>
<TABLE>
<CAPTION>
                       SANGUINE CORPORATION
                  (A Development Stage Company)
               Statements of Cash Flows (Continued)


                                                             From Inception of
                                                                Development
                                                              Stage on January
                                For the Three Months Ended    18, 1990 through
                                        March 31,                  March
                                   2003          2002            31, 2003
<S>                              <C>                <C>        <C>
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES

CASH PAID FOR:

 Interest                         $       -       $    25,000   $   114,883
 Income taxes                     $       -       $         -   $         -

NON-CASH FINANCING ACTIVITIES

Equity instruments issued for
services rendered                 $   5,894       $ 1,139,327   $ 2,157,265
Notes payable issued for services $       -       $    28,750   $   727,950
Common stock issued for prepaid
services                          $  19,232       $         -   $   173,242
</TABLE>

The accompanying notes are an integral part of these financial statements.
                               F-6
<PAGE>
                       SANGUINE CORPORATION
                  (A Development Stage Company)
                  Notes to Financial Statements
               March 31, 2003 and December 31, 2002


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted in accordance with such rules and regulations.  The
information furnished in the interim condensed  financial statements include
normal recurring adjustments and reflects all adjustments, which, in the
opinion of management, are necessary for a fair presentation of such
financial statements.  Although management believes the disclosures and
information presented are adequate to make the information not misleading, it
is suggested that these interim condensed financial statements be read in
conjunction with the Company's most recent audited  financial statements and
notes thereto included in its December 31, 2002 Annual Report on Form 10-KSB.
Operating results for the three months ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2003.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and allow it to continue as a going
concern.  The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable.  If the Company is unable to obtain adequate
capital, it could be forced to cease operations.

The Company's management has taken certain steps to maintain its operating and
financial requirements in an effort to continue as a going concern until such
time as revenues are sufficient to cover expenses.  Future plans include a
debt or equity offering for between $300,000 - $500,000 that should enable the
Company to complete the animal testing stage for FDA approval of its product.
However, management cannot provide any assurance that the Company will be
successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon
its ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain
profitable operations.  The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to continue
as a going concern.
                               F-7
<PAGE>
                      SANGUINE CORPORATION
                  (A Development Stage Company)
                  Notes to Financial Statements
               March 31, 2003 and December 31, 2002

NOTE 3 - MATERIAL EVENTS

During the quarter ended March 31, 2003, the Company issued 37,500 shares of
common stock for services valued at $1,125; 625,000 shares issued for cash-
less option exercises valued at $24,000; and 1,063,369 shares issued for
payables of $60,000 and gain on settlement of $25,972.

NOTE 4 - STOCK OPTIONS AND WARRANTS

During the period ended March 31, 2003, the Company issued options to purchase
1,625,000 shares of common stock to non-employees for services.  The options
were exercisable at $0.03 and $0.04 per share and were immediately exercised
upon issuance in payment of payables and services.  As the options were
exercised immediately, no expense was recognized upon grant.

A summary of the status of the Company's outstanding stock options as of March
31, 2003 and December 31, 2002 and changes during the periods then ended is
presented below:

                                        March 31, 2003  December 31, 2002
                                            Weighted                 Weighted
                                             Average                  Average
                                            Exercise                 Exercise
                                  Shares     Price       Shares       Price

 Outstanding, beginning of
  year                         10,997,709    $ 0.30     2,270,209     $ 0.30
 Granted                        1,625,000      0.04     9,537,500       0.10
 Expired/Cancelled                      -         -             -          -
 Exercised                     (1,625,000)     0.04      (810,000)      0.07
                               ----------    ------    ----------     ------
 Outstanding end of year       10,997,709    $ 0.15    10,997,709     $ 0.15
                               ==========    ======    ==========     ======
 Exercisable                   10,997,709    $ 0.15    10,997,709     $ 0.15
                               ==========    ======    ==========     ======

                               Outstanding              Exercisable

                                  Weighted
                         Number   Average   Weighted   Number     Weighted
                      Outstanding Remaining  Average  Exercisable  Average
  Range of             at March  Contractual Exercise  at March   Exercise
  Exercise Prices      31, 2003     Life      Price    31, 2003     Price
 $        0.13         470,642       3.82    $ 0.13    470,642     $  0.13
          0.35       1,799,567       1.42      0.35  1,799,567        0.35
     0.08-0.15       8,727,500       1.95      0.10  8,727,500        0.10
                    ----------    -------    ------ ----------     -------
   $ 0.07-0.35      10,997,709       1.94    $ 0.15 10,997,709     $  0.15
                    ==========    =======    ====== ==========     =======
                               F-8
<PAGE>
                       SANGUINE CORPORATION
                  (A Development Stage Company)
                   Notes to Financial Statements
               March 31, 2003 and December 31, 2002

NOTE 5 - SUBSEQUENT EVENTS

Subsequent to March 31, 2003, there were additions of $9,000 and payments made
of $800 on related party notes payables.

Subsequent to March 31, 2003, the Company issued 1,112,500 shares of common
stock for services valued at $29,063 and 1,000,000 shares for payables of
$17,057 and prepaid services valued at $62,943.
                               F-9
<PAGE>
Item 2.   Management's Discussion and Analysis or Plan of Operation.
--------------------------------------------------------------------

Plan of Operation.
------------------

     We have not commenced planned principal operations, but have made good
progress since the end of fiscal 2001,in formation and stability testing.

     Our proposed plan of operation is composed of three "stages," each of
which coincides with a specific milestone in the process of developing PHER-
O2.  Each of these stages will begin subject to available funding.  Each
stage, and the projected cost of each, is as follows:

          Stage A (approximately one year): In the first six months, we
          have completed the development of perfluoro-decalin and
          the synthetic surfactants that make up PHER-O2, manufactured
          experimental doses and have performed preliminary animal tests in
          accordance with FDA and overseas regulations.  In the second six
          months, we will  produce optimal quantities and conduct animal
          safety and efficacy trials in accordance with FDA and overseas
          requirements.  During the course of Stage A, we estimate that our
          increased technical, administrative, sales/marketing and
          manufacturing requirements will require us to the hire a few
          additional employees.  Estimated cost is $1,500,000, divided as
          follows: Completed surfactant formulation (done) and the manufacture
          of sufficient product for initial testing, $500,000; animal safety
          and efficacy trials through a sub-contractor, $600,000; and
          administrative, patent and proprietary right protection and
          marketing costs, $400,000.

          Stage B (approximately one year): In the second year, we intend
          to prepare New Drug Applications for FDA, European, Chinese and
          South American approval, conducted in the United States and
          overseas.  During this period, we also plan to submit license
          applications for transfusion with overseas authorities, begin
          production of PHER-O2 itself or with our subcontractors and submit a
          New Drug Application for PHER-O2 in the United States. During the
          course of Stage B, we estimate that we will need to hire a few
          additional employees.  Estimated cost is $5,000,000, divided as
          follows: Prepare and file United States, European, Chinese and South
          American New Drug Applications, $600,000; conduct human safety and
          efficacy trials through a subcontractor in the United States and
          overseas, $3,200,000; set-up pilot facility, or subcontract, to
          manufacture small quantities of PHER-O2 for use in testing and in
          connection with the New Drug Applications, $500,000; submit license
          applications for use of PHER-O2 in transfusions overseas, $200,000;
          and administrative, patent and proprietary right protection and
          marketing costs, $500,000.

          Stage C (approximately one year): In the third year, we plan to
          complete overseas testing of PHER-O2, begin sales in Europe, China,
          and South America and other overseas areas that may have approved
          PHER-O2 by this time and may begin construction of facility for
          manufacturing, storing, inspecting and shipping PHER-O2. During the
          course of Stage C, we estimate that we will need to hire additional
          employees.  During the third year, we plan to complete testing of
          PHER-O2 in the United States and receive all necessary FDA approvals
          and begin American, South American, Chinese and Canadian sales for
          cancer treatment and angioplasty.  During this period, we also plan
          to subcontract this process, and continue trials of other PHER-O2
          applications, including transplant organ preservation and treatment
          of carbon monoxide poisoning, sickle cell anemia, stroke and heart
          attack.  The estimated cost for Stage C is $25,000,000, divided as
          follows:  Complete human safety and efficacy clinical trials and
          obtain United States and overseas agency approval of PHER-O2,
          $13,000,000; subcontract with major emulsifying firm, $5,000,000;
          recruit and train sales force of the United States and foreign
          markets, $5,000,000; and administrative, patent and proprietary
          right protection and marketing costs, $2,000,000.

     These cost estimates are based upon the prior experience of Thomas C.
Drees, Ph.D., our President and CEO.  Dr. Drees has more than 30 years'
experience in the blood industry.

     Our plan of operation for the next 12 months is having:

     *     manufactured experimental doses of  PHER-O2; and

     *     performed preliminary animal tests in accordance with FDA; and

     *     comparable foreign overseas regulations.

     In January, 2001, we engaged IriSys, Inc. ("IriSys") to provide us with
expertise in preformulation development, analytical chemistry and stability
protocol design and testing, including preparation of regulatory standards
required to achieve regulatory compliance for our principal product, PHER-O2,
to produce bottled PHER-02 for animal trials, and to conduct stability
trials.  We were successful in developing improved formulations of our
surfactants under this engagement.

     In March, 2002, we granted an Exclusive License Agreement for parts of
Asia regarding PHER-02 and related technology and patents to Ascendiant-Asia
and Ascendiant-South America.  We plan to terminate these Exclusive License
Agreements as we have received no revenues or sublicenses from them.

     Our ability to carry out our plan depends entirely upon our ability to
obtain additional substantial equity, debt financing or royalties.  We can not
assure you that we will receive this financing, and except for the possibility
of receiving funds from the exercise of our outstanding warrants, we do not
have any arrangements that would ensure us any funding.  If we do not receive
it, we will not be able to proceed with our business plans.

Forward Looking Statements.
---------------------------

     Statements made in this Form 10-QSB which are not purely historical are
forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, and
future performance of our business, including, without limitation, (i) our
ability to gain a larger share of the synthetic blood industry, our ability to
continue to develop products acceptable to the industry, our ability to retain
relationships with suppliers and distributors, our ability to raise capital,
and the growth of the synthetic blood industry, and (ii) statements preceded
by, followed by or that include the words "may", "would", "could", "should",
"expects", "projects", "anticipates", "believes", "estimates", "plans",
"intends", "targets" or similar expressions.

     Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond our control) that could cause
actual results to differ materially from those set forth in the
forward-looking statements, including the following, in addition to those
contained in our reports on file with the Securities and Exchange Commission;
general economic or industry conditions, nationally and/or in the communities
in which we conduct business, changes in the interest rate environment,
legislation or regulatory requirements, conditions of the securities markets,
changes in the synthetic blood industry, the development of products and that
may be superior to the products and services offered by us, demand for
synthetic blood products, competition, changes in the quality or composition
of our products and services, our ability to develop new products and
services, our ability to raise capital, changes in accounting principles,
policies or guidelines, financial or political instability, acts of war or
terrorism, other economic, competitive, governmental, regulatory and technical
factors affecting our operations, products, services and prices.

     Accordingly, results actually achieved may differ materially from
expected results in these statements.  Forward-looking statements speak only
as of the date they are made.  We do not undertake, and specifically disclaim,
any obligation to update any forward-looking statements to reflect events or
circumstances occurring after the date of such statements.

Item 3.   Controls and Procedures.

     As of the end of the 90 day period at the end of this Quarterly Report,
we carried out an evaluation, under the supervision and with the participation
of our President and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures.  Based on this
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic reports that are
filed with the Securities and Exchange Commission.  It should be noted that
the design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.  In addition, we reviewed our internal
controls, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent
to the date of their last evaluation.

                        PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.
----------------------------

          None; not applicable.

Item 2.   Changes in Securities and Use of Proceeds.
---------------------------------------------------

          Recent Sales of Unregistered Securities During the Quarter.
          -----------------------------------------------------------

Date      Name                                   Shares         Consideration
----      ----                                   ------         -------------
1/21/03   Leonard W. Burningham, Esq.           425,000         Legal services
1/21/03   Jason Carter                          100,000         Services
2/19/03   National Financial Communications   1,063,369         Payables
3/20/03   Leonard W. Burningham, Esq.           100,000         Legal services
3/31/03   Herbert J. Meiselman, MD.              12,500         Medical Board
3/31/03   L. Cass Terry, MD.                     12,500         Medical Board
3/31/03   Craig Morrison, MD.                    12,500         Medical Board

Item 3.   Defaults Upon Senior Securities.
------------------------------------------

          None; not applicable.

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

          None; not applicable.

Item 5.   Other Information.
----------------------------

          None; not applicable.

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

          (a)  Exhibits.

               Form 10-KSB Annual Report for the
               Year ended December 31, 2002.*

               31.1  302 Certification of Thomas C. Drees

               31.2  302 Certification of David E. Nelson

               32    Section 906 Certification.

          (b)  Reports on Form 8-K.

               None.

               *  Incorporated herein by reference.

                               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 there unto duly authorized.

                                      SANGUINE CORPORATION

Date: 6/2/04                         By:/s/Thomas C. Drees, Ph.D.
     ---------                          -------------------------------------
                                        Thomas C. Drees, CEO, President and
                                        Chairman of the Board of Directors



Date: 6/1/04                          By:/s/David E. Nelson
     ---------                          -------------------------------------
                                        David E. Nelson
                                        CFO and Director
<PAGE>