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

                                   FORM 10-KSB


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

For the fiscal year ended April 30, 2001
                               ---------

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

For the transition period from ______ to ________

Commission file number 000-32389
                       ---------

                            Prevention Insurance.com
                            ------------------------
                 (Name of small business issuer in its charter)


            Nevada                                      88-012644
---------------------------------           ------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

2270 South Maryland Parkway Suite 403A                         89109
--------------------------------------                  ---------------------
(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number           (702) 732-2758
                            -----------------------


Securities registered under Section 12 (b) of the Exchange Act:

 Title of each class                   Name of each exchange on which registered

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

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

Securities Registered under Section 12 (g) of the Exchange Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of class)


<PAGE>


                                     PART I

Item 1.  Description of Business.

         Prevention Insurance.com was incorporated in Nevada in 1975 under the
name Vita Plus, Inc. Later we changed our name to Vita Plus Industries, Inc.,
and in 1999 again changed it to Prevention Insurance.com.

         Historical Operations. In 1983 we made a public offering of 700,000
shares of our common stock for our own account. We registered the stock under
the Securities Act of 1933. Upon completion of that offering, we registered the
stock under Section 12 (g) of the Securities Exchange Act of 1934. Until 1989
the stock was quoted on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"). However, in 1989 we terminated the registration of
our stock under Section 12(g) of the Act because our total assets had decreased
to less than $3,000,000 and we were no longer required to file reports with the
Securities and Exchange Commission. Our stock was then no longer quoted on
NASDAQ. From approximately that time to the present, there has been no
meaningful trading in our common stock.

         From inception until early 1999, our principal business engagement had
been the sale and distribution of its own formulations of specific vitamins and
nutritional supplements, and of various other health and personal care products.
We sold our products through traditional methods: we employed a force of
salespersons at our headquarters in Las Vegas, Nevada, and compensated them on a
commission basis: we also sold through a network of independent brokers. Our
sales were made primarily to drug stores and other large retailers. Beginning in
1983, we also manufactured some of our products. However, after a period of
approximately eight years we stopped the manufacturing activity because it did
not prove to be profitable. In 1991 we were licensed in Nevada as an agent for
health and life insurance. Historically we have not derived any significant
income from sales of insurance policies.

         During the mid-1990s we developed the concept of reducing insurance
costs for both health and life insurance through prevention measures, that is,
by emphasizing the maintenance of good health by members of the insured
population. Subsequently, we began the development of hybrid insurance products
incorporating prevention features with traditional health and life insurance
products. Specifically, we developed two specially formulated preparations of
vitamins and nutritional supplements: Nutra-Prevention Formula (TM) and Nutra
Protection (TM) Those are formulations that emphasize health maintenance by
providing multiple vitamins and a wide range of additional nutritional
supplements for daily consumption, and which we believe provide optimal
nutrition necessary for good health. We had planned to commence negotiations for
joint-venture arrangements with insurance companies using those two formulations
to offer low-cost, preventive nutritional products combined with reduced premium
rates for specialty insurance policies, but to date we have not entered into any
such joint ventures.

                                      -1-
<PAGE>


         Effective March 15, 1999, we sold for cash substantially all of our
assets associated with the traditional distribution of vitamin and dietary
supplement formulations, including all inventory of vitamins and nutritional
supplements and substantially all of our furniture and fixtures, and terminated
all business activities associated with the distribution of formulations of
individual vitamins and dietary supplements. However, we did retain our accounts
receivable, our insurance agency license, our newly developed Prevention
Insurance website and the ownership rights in the trademarks for
Nutra-Prevention Formula (TM) and Nutra-Protection. (TM)

         Except for the collection of accounts receivable for sales made before
March 15, 1999, we have had no business activities from which we derived
revenues since March 15, 1999. From that time to the present, all our activities
have been devoted to the planning and development of our new business. Presently
our only employees are the President, who is a full-time employee, and the
Secretary-Treasurer and one additional employee, both of whom serve part-time.
We now lease office facilities, approximately 1500 square feet, at 2770 Maryland
Parkway, Suite 403A, Las Vegas, Nevada 89109. Our telephone number is (702)
732-2758.

           In most years after fiscal 1986, we experienced operating losses from
the distribution and sale of vitamins and supplements. While the operations
resulted in small net profits in fiscal years 1995 and 1996, we determined that
the sale of vitamins and supplements by traditional means would not produce
meaningful profits. Furthermore, in 1998, our cash flow was adversely affected
and operating losses were again incurred as the result of a dispute with one of
our major customers. As a consequence, we were forced to substantially reduce
the number of our employees, and curtail our historical business operations. We
then made the determination to cease our traditional methods of distribution of
vitamins and supplements, to sell the assets associated with those activities,
and to concentrate future business activities on the development of insurance
products incorporating prevention features.

         New Business Activities. We believe that an effective method of
implementing the concept of prevention insurance is through the acquisition of
existing, independent insurance agencies and their business represented by books
of insurance in force from which income is realized each year. We think this
method will provide the necessary entry into the insurance business for the sale
of insurance products incorporating the prevention features utilizing our
specially formulated preparations and at the same time provide us with a stable
and predictable source of revenues.

         Administration of insurance policies in force is a source of continuing
revenues to insurance agents and agencies that sell various forms of insurance
policies. While agents customarily receive initial commissions upon the sale of
an insurance policy, they also receive lesser amounts of commissions, called
renewal commissions, during each of the years the policy remains in effect. The
size and amount of the renewal commissions may vary from insurance company to
insurance company and according to the type of policy

                                       -2-


<PAGE>


sold, e.g., whole life, term life, long-term care, accident, personal liability,
health, etc. Agents must devote some of their time to administering the policies
in force that they have sold, i.e., their "book" of business, by processing
claims, collecting premiums, etc., as well as to selling additional policies to
new or existing clients.

         We have become aware that in many instances individual agents, or
sometimes entire agencies, desire to sell their existing books of business.
These desires may arise because an agent wishes to diversify his assets to
increase his return on equity, or wishes to retire or enter some other business,
or no longer wishes to be required to devote time to administrative duties, or
the insurance company for which the agent sells (perhaps as a captive agent)
changes the arrangements under which the agents operate, or for other reasons.
In any of those events, it is often possible for a third person to purchase the
agent's book of business, provided that the purchaser can provide a satisfactory
arrangement for the continuing administration of the book.

         The acquisition and administration of books of existing business from
insurance agents would provide us with a source of revenues that would be
reasonably predictable (based on such factors as the kinds of policies, the
length of time they have been in effect, the persistency of the business and the
collection experience), if we would make arrangements for effective continuing
administration. We think this could be done at reasonable cost, either by making
arrangements for the administration with another existing agency that is
administering similar business, or directly by employing personnel already
experienced in those administrative activities. If we were to engage directly in
these activities, we could be required to obtain licenses in states other than
Nevada and hire employees who are licensed in Nevada and other states.

         At the present time we do not have adequate resources to purchase for
cash any books of insurance business that might be available. We intend to use
exemptions from the registration provisions of the Securities Act of 1933, as
amended, including those provided in Regulation D adopted thereunder, to raise
cash to be used in such acquisitions and to offer shares of our common stock, or
other securities, in exchange for such books of business. In this connection, we
expect that in the case of any acquisitions of existing books, the purchase
prices, either in cash, securities or a combination thereof, will be negotiated
based upon the mix of policies constituting the books and the history of their
administration, among other things.

         If we are successful in purchasing agencies and their books, in some
instances we may be able to make arrangements with another existing agency to
administer one or more books for a percentage of the renewal commissions earned
in respect of the policies constituting the books. In any such event, we would
have obtained an income source without the need to incur corresponding
operational costs or overhead expenses.


                                       -3-
<PAGE>


         If we are successful in acquiring a sufficient number of agencies and
their books of business, we could be in a position to negotiate with the
insurance companies that are the issuers of the policies to increase the amounts
of renewal commissions on the policies. The success of any such negotiations
will depend in part upon the identity of the insurance company that is the
policy issuer, the kinds of policies and the amount of business in the books.

         We also intend to offer additional insurance products to the owners of
policies constituting the books that are acquired and to prospective new
clients. We would offer those products by traditional means directly as agent,
or through agencies administering books for us, and also by telephone using an
800 number, and through an Internet web page that we intend to establish.
Finally, we expect that through the acquisition of books of existing business we
will be able to make contacts with potential purchasers of specialty insurance
products that we could market in combination with our nutritional products,
Nutra-Prevention Formula (TM) and Nutra-Protection. (TM)

         We are also going to make a membership plan available to agencies that
either do not want to be acquired, or may be priced too high, but would like to
take advantage of the services we can provide, such as use of the Internet
facilities, direct marketing, negotiations for increased commissions, etc. We
believe that we may be able to enroll a number of member agencies because our
services are of value to them and we do not require much in the way of capital
resources to increase the enrollments.


Item 2.  Description of Property.

         At the present time we do not own any real property and have only an
insignificant amount of furniture and equipment. We lease our office space,
which we consider to be adequate for our present needs.

Item 3.  Legal Proceedings.

         There are no pending legal proceedings to which we are a party.


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

         None.


                                       -4-

<PAGE>


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

         (a) Market Information. During the past ten years, any trading in our
common stock has been sporadic and there has been no meaningful trading
activity. Our stock is not quoted on any automated quotation system at the
present time. If we again are able to meet the financial and other requirements,
we will apply for inclusion of our common stock in the NASDAQ system.

         There are no outstanding warrants or options to purchase our common
stock or any security convertible into shares of that class.

         (b) Holders of the Company's Securities. At December 31, 2000, there
were 419 holders of record of shares of the common stock

         (c) Dividends. We have never paid any cash dividends on common stock
and do not contemplate the payment of cash dividends in the foreseeable future.


Item 6.  Management's Discussion and Analysis or Plan of Operations.


A.  Plan of Operations For The Coming Year.

         Our primary focus in the coming year will be to enroll as many
insurance agencies as possible. Our goal is 192 agencies enrolled into our
membership program by the end of our fiscal year on April 30, 2002. We project
this number by anticipating that three salesmen will add two agencies each per
week. Member agencies will be required to contribute an average of $375 in dues
per month, or a total of $72,000 per month, or $864, 000 in annual membership
fees.

         Our cash requirements for sales costs are estimated to be approximately
20% of revenues, or $172,000 if we are able to attain annual membership fees of
$864,000.

         Our cash needs will be covered by membership dues; however, we still
intend to raise working capital. Our goal will be to raise between $500,000 and
$2,000,000 for purposes of having sufficient working capital on hand to cover
any expansion plans, to have one year's total operating expenses on hand and for
any acquisitions that may present themselves and require cash as well as stock.

         We expect research and development costs to be under $10,000 because we
primarily will be searching for new products for members from among the over
3100


                                       -5-

<PAGE>


registered underwriters in the United States. Our approach will be to keep in
touch with the major underwriters to determine what products they are
introducing that would be of interest to members, attend conventions of the
National Association of Underwriters and using the Internet as a research tool.
We expect these costs to be modest, unless we begin to develop products
ourselves for our members, which we do not expect to do in the next twelve
months.

B.  Discussion of Financial Condition and Results of Operations.

         Our present financial condition is under-capitalized. We have elected
not to accept additional contracts or revenue from member agencies until we are
again certain that we would be able to list the common stock and have it trade
publicly as represented. We have a current backlog of membership contracts and
have been able to have only $4961 in accounts payable.

         Revenue to date has been provided by our equipment sales division,
Quick Pay Co., that is selling ATM machines to retail outlets throughout the
United States. We have also received a small amount of seed capital from
existing shareholders. We intend to attempt to raise between $500,000 and
$2,500,000 through an offering under Regulation D after we have acquired at
least 100 member agencies.


Item 7.  Financial Statements.

         See Attached.

Item 8.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure.

         None.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control persons:
         Compliance With Section 16(a) of the Exchange Act.

         The following table sets forth certain information concerning our
officers and directors:

         Name                       Age     Position
         ----                       ---     --------
         Scott C. Goldsmith         52      President, Chairman of the Board

         Richard W. Peterson         67     Director

         George T. Nasser   57      Director

         Aleene Goldsmith   73      Secretary, Treasurer, Director


                                       -6-

<PAGE>

         Scott C. Goldsmith founded the company in 1975 and has been the
President and Chairman of the Board of Directors since that time. In 1986 he
completed a three-year course in Harvard University's OPM (Owner, President,
Manager) Program. Mr. Goldsmith's business experience has been entirely in sales
and administration for over twenty-five years. He has been a licensed insurance
agent in Nevada since 1994. Following our sale of assets associated with our
former business, Mr. Goldsmith was employed by the purchaser to operate the
business conducted with those assets and was able to devote only part of his
time to developing new business operations. He continued in that capacity until
September 18, 2000, when he began to devote full time to our new business
operations.

         Richard W. Peterson currently is engaged in the private practice of
counseling psychology with professionals and executives and consulting with law
firms on banking matters and small businesses on management and marketing
matters. He is also a faculty member at the University of Phoenix at its San
Diego, California, campus and its OnLine Campus in San Francisco, California.
Mr. Peterson was the Chief Executive Officer and Vice Chairman of the Board of
Directors of the Continental Bank, Las Vegas, Nevada, from 1982 until 1987, when
he retired to pursue his doctoral studies. He has served on ad hoc business
development committees for the governors of Arizona and Nevada, and has written
a book and several articles on the psychological effect of combat on soldiers
and prisoners of war.

         George T. Nasser is currently acting as a health insurance consultant
to various companies in the insurance industry. For a number of years he served
as Vice President of Marketing for Standard Life of Indiana in charge of Sales
and Product Development and as Vice President of Bankers Life. He previously
held the position of Senior Vice President for Marketing of Golden Rule
Insurance for fifteen years. In those capacities, his responsibilities included
developing health insurance products and directing national sales forces.

         Aleene Goldsmith has been our Secretary and Treasurer since 1991 and
has served as a director since that time. Ms. Goldsmith is the stepmother of
Scott Goldsmith.

         The members of the Audit Committee of the Board of Directors are
Messers. Goldsmith, Peterson and Nasser. The Members of the Nominating Committee
are Mr. Goldsmith, Ms. Goldsmith and Mr. Nasser.


                                       -7-


<PAGE>


         The initial reports of ownership of our common stock by our officers
and directors were due to be filed within ten days of the effectiveness of the
registration of our common stock under Section 12(g) of the Securities Exchange
Act of 1934 on June 17, 2001, but were not filed until August 17, 2001.


Item 10.  Executive Compensation.

         The following table sets forth certain information concerning the
annual compensation paid to our executive officers during our last three fiscal
years. We have not paid or awarded any long-term compensation to any person
during the past three years, and we have no long-term incentive plans.

<TABLE>
<CAPTION>

Name and Principal                  Year             Salary            Bonus              Other Annual
Position                            ----             ------            -----              Compensation
--------                                                                                  ------------

<S>                                 <C>              <C>                    <C>                      <C>
Scott C. Goldsmith                  2000             $     0                0                        0
President and CEO                   1999               6,340                0                        0
                                    1998              21,162                0                        0
Aleene Goldsmith                    2000                   0                0                        0
Secretary, Treasurer                1999                   0                0                        0
                                    1998              17,575                0                        0
</TABLE>


         At present we are not paying any cash compensation as salary or other
remuneration to our officers and directors. We intend to compensate officers
with stock for the remainder of the present fiscal year to conserve any cash
resources we may generate. We have formulated no other plans as to the amounts
of future cash compensation. We intend to use the services of agents whose books
of business are acquired. Any additional personnel required would have salaries
negotiated.


Item 11.  Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth certain information as of November 1,
2000, concerning the beneficial ownership of our common stock by each of our
executive officers and directors, all directors and officers as a group, and
each person who owns 5% or more of our outstanding common stock. Unless
otherwise indicated, each person named has sole voting and investment power over
the shares indicated



                                       -8-

<PAGE>


         Name                      Shares Beneficially Owned    % of Outstanding
         ----                      ---------------------------------------------

    Scott C. Goldsmith             2,213,247*                          49.3%

    Aleene Goldsmith                 107,054                            1.9%

    Richard W. Peterson               57,000                            1.2%

    George T. Nasser                  20,000                             .4%

    All officers and directors
    as a group (4 persons)         2,410,301*                          52.8%

         * Includes 32,218 shares owned by the Vita Plus Employee Stock Option
Plan. Mr. Goldsmith has the shared power to vote and dispose of those shares.


Item 12.  Certain Relationships and Related Transactions.

         On August 30, 1999 we issued to Mr. Goldsmith 200,000 shares of our
common stock in consideration of the cancellation of a note payable to Mr.
Goldsmith in the amount of $66,690. During the past two fiscal years, no other
of our officers or directors or beneficial owner of 5% or more of our common
stock, or any member of their immediate families, has had any transaction with
us where the amount involved was $60,000 or more.

         By virtue of his ownership of 49.3 % of our outstanding common stock,
Scott C. Goldsmith may be deemed to be a parent.

Item 13.  Exhibits and Reports on Form 8-K.

         None.


                                       -9-

<PAGE>

                                   Signatures

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                            Prevention Insurance.com

Date August 17, 2001                                 By: /s/ Scott C. Goldsmith
     ---------------                                   ------------------------
                                                             Scott C. Goldsmith
                                                             President


         In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


Date: August 17, 2001                              /s/ Scott C. Goldsmith
      ---------------                              ---------------------
                                                       Scott C. Goldsmith
                                                       President, Director


Date:  August 17, 2001                             /s/ Aleene Goldsmith
       ---------------                             --------------------
                                                   Aleene Goldsmith
                                                   Secretary-Treasurer, Director


Date: August 17, 2001                              /s/ George T. Nasser
      ---------------                              --------------------
                                                       George T. Nasser
                                                       Director


                                      -10-

<PAGE>



                         [LUDLOW & HARRISON LETTERHEAD]


                           INDEPENDENT AUDITORS REPORT
                           ---------------------------


We have audited the accompanying balance sheets of Prevention Insurance.com as
of April 30, 2001 and 2000, and the related statements of income, retained
earnings and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit on accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance that the financial statements are free of material misstatement. An
audit includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as assessing the overall financial statements presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Prevention Insurance.com as of
April 30, 2001 and 2000, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.





/s/ Ludlow & Harrison

Ludlow & Harrison
A CPA Corporation

July 27, 2001

                                      F-1

<PAGE>


           PREVENTION INSURANCE.COM
           BALANCE SHEET
           AS OF APRIL 30,

<TABLE>

           ASSETS:                                                                                 2001                    2000
                                                                                               -----------              -----------
           <S>                                                                                 <C>                      <C>
           CURRENT ASSETS:
             CASH                                                                              $        80              $    16,766
             ACCOUNTS RECEIVABLE                                                                     7,382
                                                                                               -----------              -----------

             TOTAL CURRENT ASSETS                                                                    7,462                   16,766
                                                                                               -----------              -----------

             TOTAL ASSETS                                                                      $     7,462              $    16,766
                                                                                               ===========              ===========


LIABILIITES & STOCKHOLDERS'EQUITY:

           CURRENT LIABILITIES
             ACCOUNTS PAYABLE                                                                  $    14,458              $    10,458
                                                                                               -----------              -----------

             TOTAL CURRENT LIABILITIES                                                              14,458                   10,458
                                                                                               -----------              -----------


           STOCKHOLDERS'EQUITY:
             COMMON STOCK                                                                           59,511                   56,411
             TREASURY STOCK                                                                        (52,954)                 (52,954)
             ADDITIONAL PAID-IN CAPITAL                                                          3,350,016                3,350,016
             RETAINED EARNINGS                                                                  (3,363,569)              (3,347,165)
                                                                                               -----------              -----------

             TOTAL STOCKHOLDERS'EQUITY                                                              (6,996)                   6,308
                                                                                               -----------              -----------

           TOTAL LIABILIITIES & STOCKHOLDERS'EQUITY:                                           $     7,462              $    16,766
                                                                                               ===========              ===========

</TABLE>


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

                                      F-2
<PAGE>



           PREVENTION INSURANCE.COM
           STATEMENT OF INCOME
           AND CHANGES IN RETAINED EARNINGS
           FOR THE YEARS ENDED APRIL 30,


                                                       2001             2000
                                                   -----------      -----------

           SALES                                                    $        49

           COST OF SALES
                                                                    -----------
           GROSS PROFIT                                                      49

           OPERATING EXPENSES                           16,404           17,781
                                                   -----------      -----------

           NET LOSS                                    (16,404)         (17,732)

           BEGINNING RETAINED EARNINGS (DEFICIT)    (3,347,165)      (3,329,433)
                                                   -----------      -----------

           ENDING RETAINED EARNINGS (DEFICIT)      ($3,363,569)     ($3,347,165)
                                                   ===========      ===========


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

                                      F-3
<PAGE>

PREVENTION INSURANCE.COM
STATEMENT OF CASH FLOWS
YEAR ENDED APRIL 30,

<TABLE>

                                                                                                      2001                   2000
                                                                                                    --------               --------
               <S>                                                                                  <C>                    <C>
               Cash flows from Operating Activities
                Net loss                                                                            ($16,404)              ($17,732)
                Adjustments to reconcile net loss to cash
                  used by operating activities
                  (Increase) Decrease in A/R                                                          (7,382)                29,482


                  (Decrease) Increase in accounts payable                                              4,000                (99,799)
                                                                                                    --------               --------
                    Cash used by operating activities                                                (19,786)               (88,049)

               Cash flows from investing activities

                  Cash from investing activities                                                           0                      0

               Cash flows from financing activities

                  Cash from sale of common stock                                                       3,100                 20,000
                                                                                                    --------               --------

                  Net change in cash                                                                 (16,686)               (68,049)

               Cash beginning of year                                                                 16,766                 84,815
                                                                                                    --------               --------

               Cash end of year                                                                     $     80               $ 16,766
                                                                                                    ========               ========

</TABLE>


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

                                      F-4

<PAGE>

                            PREVENTION INSURANCE.COM
                         NOTES TO FINANCIAL STATEMENTS
                            APRIL 30, 2001 AND 2000


Note I - Nature of Business and Summary of Significant Accounting Policies

         A.     Nature of Business - The Company was incorporated in Nevada in
                1975 under the name of Vita Plus
                Vita Plus Industries, Inc..
                The Company conducted business under this name until March 10,
                1999, at which time it sold off its remaining inventory of
                nutritional products together with its name.
                Subsequent to this, the Company changed its name to Prevention
                Insurance.Com, and has entered into the area of consultation to
                the insurance industry.

Note 2 - Related Party Transactions
         The Company loaned $ 10,580 to it's President, of which $ 3,198 was
         offset by amounts previously loaned by him to the Company.

Note 3 - Capital Stock
         The common stock of the Company includes the following as of April 30,
         2000:

                                        Number
                                          of             Par         Paid-in
Shares Authorized and Issued.        Shares Issued      Value        Capital
----------------------------         -------------      ------       -------

Preferred Stock, Par Value $.Ol
2,000,000 shares authorize                    --       $     --    $        --

Class A Common Stock; Par Value
$.01; 20,000,000 share authorized      5,415,651       $ 54,156    $ 3,350,016



         Total capital stock issued    5,951,100       $ 59,511    $ 3,350,016


                                      F-5