SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               FORM 10-QSB

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

          For the quarter ended June 30, 2001
                                -------------

     ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

                    Commission File Number 0-29292

                        AMEUROTECH CORPORATION
         ------------------------------------------------------
         (Exact name of registrant as specified in its charter)

          NEVADA                                   87-0431096
-------------------------------        ------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
 incorporation or organization)

          75 N.E. 6th Avenue, Suite 101
          Delray Beach, Florida                          33483
          ----------------------------------------     ----------
          (Address of principal executive offices)     (Zip Code)

                              (561) 266-0303
           ----------------------------------------------------
           (Registrant's telephone number, including area code)

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

                   Yes  [ X ]              No  [___]

Number of shares outstanding of the issuer's common stock, as of June 30,
2001, according to the records of the Registrant's registrar and transfer
agent was 12,254,681.


<PAGE>   1



                          AMEUROTECH CORPORATION

                             TABLE OF CONTENTS



PART I.   Financial Information

Item 1.   Unaudited Financial Statements

          Unaudited Condensed Consolidated Balance Sheets as of
          December 31, 2000 And June 30, 2001

          Unaudited Condensed Consolidated Statements of
          Operations for the six months ended June 30, 2001
          compared to the fiscal year ended December 31, 2000

          Notes to Unaudited Condensed Consolidated Financial
          Statements

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

Item 3.   Quantitative and Qualitative Disclosures About Market
          Risk

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings


<PAGE>    2

                        CONSOLIDATED BALANCE SHEET
                          AMEUROTECH CORPORATION

<TABLE>
<CAPTION>
                                                 Six months      Six Months
                                                    ended          ended
                                                  30-Jun-01      30-Jun-00
                                                 -----------     -----------
<S>                                              <C>             <C>

CURRENT ASSETS:
  Cash and Cash equivalents                      $     3,208     $         1
  Accounts receivable                            $   474,581     $      -
    from third party                             $   814,324     $      -
  Inventory
    Raw Materials, subsidiary materials
      and consumables                            $ 1,332,689     $      -
    Work in progress and semi-finished           $   160,020     $      -
    Finished iproducts and goods                 $   281,812     $      -
    Prepaid expenses and other current assets    $     6,960     $      -
    Other                                        $     6,951            -
                                                 -----------     -----------
      Total Current Assets                       $ 3,080,545     $         1

FIXED ASSETS
  Intangible Assets, net:
    Start up and expansions costs                $    44,746     $      -
    Research, developmenent and advertisement
      costs                                      $   321,910     $      -
    Industrial patent and intellectual
      property                                   $     2,084     $      -
    Goodwill                                     $ 1,681,377     $      -
    Other intangible assets                      $    24,745     $      -
                                                 -----------     -----------
  Total Intangible Assets, net                   $ 2,074,862     $      -

  Tangible Assets, net:
    Plant and machinery                          $   320,099     $      -
    Industrial and commercial equipment          $    61,284     $      -
    Other assets                                 $   181,318     $      -
    Work-in-progress and advances                $      -        $      -
                                                 -----------     -----------
  Total Tangible Assets, net                     $   562,701     $      -

     Total Fixed Assets                          $ 2,637,563     $      -
                                                 -----------     -----------
TOTAL ASSETS                                     $ 5,718,108     $         1
                                                 ===========     ===========

          LIABILITIES AND STOCKHOLDERS' EQUITY
          ------------------------------------

CURRENT LIABILITY:
  Account payable:
    To customers                                 $   787,084     $     8,680
    To Banks                                     $   128,769     $     -
    To social security institutions              $    16,768     $     -
    Taxes                                        $    14,403     $     -
    Others                                       $   107,351     $     -
    To third party                               $      -        $     -
  Accrued Liabilities and deferred income        $    65,714     $     -
  Advances - received on accounts                $     9,866     $     -
  Accrued payroll and related costs              $   128,053     $     -
                                                 -----------     -----------
     Total Current Liabilities                   $ 1,258,008     $     8,680

</TABLE>


<PAGE>    3


                        CONSOLIDATED BALANCE SHEET
                          AMEUROTECH CORPORATION
                                (Continued)

<TABLE>
<CAPTION>
                                                 Six months      Six Months
                                                    ended          ended
                                                  30-Jun-01      30-Jun-00
                                                 -----------     -----------
<S>                                              <C>             <C>

LONG-TERM DEBT:
  To Banks                                       $   600,352     $     -
                                                 -----------     -----------
     Total Liability                             $ 1,858,360     $     8,680
                                                 -----------     -----------

SHAREHOLDER EQUITY
  Common Stock:
  Shares issued                                        -         $    19,210
  Capital in Excess of Par Value                       -         $ 7,226,075
  Discount on Common stock                             -         $   (98,290)
  Deficit                                              -         $(6,805,695)
  Preferred Stock                                      -                -
  Other reserves                                 $ 2,051,640     $      -
  Additional paid-in capital                     $ 3,052,788     $      -
  Accumulated other comprehensive loss           $  (943,034)    $      -
  Profit (Loss)                                  $  (301,646)    $  (349,979)
                                                 -----------     -----------
     Total Shareholders' Equity                  $ 3,859,748     $    (8,679)
                                                 -----------     -----------

TOTAL LIABILTITY AND SHAREHOLDERS EQUITY         $ 5,718,108     $         1
                                                 ===========     ===========

</TABLE>


See Notes to Unaudited Condensed Consolidated Financial Statements.


<PAGE>   4

                  CONSOLIDATED STATEMENTS OF OPERATIONS
                         AMEUROTECH CORPORATION

<TABLE>
<CAPTION>

                                            Six months      Six months
                                              ended           ended
                                            30-Jun-01       30-Jun-00
                                            ----------      ----------
<S>                                         <C>             <C>

REVENUES                                    $  748,385      $     -
COST OF REVENUES                            $  428,516      $     -
                                            ----------      ----------
        Gross Profit (Loss)                 $  319,869      $     -

OPERATING EXPENSES:
  Selling, General and administrative       $  787,839      $  377,460
  Depreciation and Amortization             $  281,831      $     -
  Miscellaneus                              $    7,141      $     -
                                            ----------      ----------
                                            $1,076,811      $  377,460

OPERATING PROFIT (LOSS)                     $ (756,942)     $ (377,460)

INTEREST INCOME                             $    3,917      $     -
INTEREST EXPENSE                            $  (41,319)     $     -
OTHER COST                                  $     -         $     -

PROFIT (LOSS) from continuing operations    $ (794,344)     $ (377,460)
  BEFORE INCOME TAXES
INCOME TAXES                                $  492,698      $     -

WRITE DOWN FROM INVESTMENTS                                 $  (55,000)

FORGIVENESS OF DEBT                                         $   82,481
                                            ----------      ----------
LOSS (PROFIT) FROM CONITNUING OPERATIONS    $ (301,646)     $ (349,979)
                                            ----------      ----------

NET PROFIT (LOSS)                           $ (301,646)     $ (349,979)
                                            ==========      ==========

BASIC AND DILUTED LOSS PER SHARE:
  Loss from Continuing operations

    NET PROFIT (LOSS)

AVERAGE COMMON SHARES OUTSTANDING

</TABLE>



See Notes to Unaudited Condensed Consolidated Financial Statements.


<PAGE>    5



                     AMEUROTECH CORPORATION
    NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------

The accompanying unaudited interim condensed consolidated financial
statements reflect all adjustments, consisting of normal recurring
adjustments, that management believes are necessary to present
fairly the financial position, results of operations of AmEurotech
Corporation ("AmEurotech" or the "Company") for the period
presented. The results of operations for an interim period are not
necessarily indicative of the results that may be expected for any
other interim period or for the year as a whole. The accompanying
unaudited interim condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements
and notes in the Company's annual report on Form 10-K as amended for
the year ended December 31, 2000.

The company during the interim period has decided to move its main
business office to Florida. Since May 01, 2001 the company is
operative in Florida at 75 NE 6th Avenue, Suite 101, Delray Beach, FL
33483. The Company has hired experienced professionals within the
amusement industry to create the market for its products within
North and South America. The reason for the new location is due to
the fact that the company is manufacturing good products both for
North and South America. The Company has decided to put for test
with the major amusement American distributors some of its products.
The market requires that prior to any sale the product is tested and
approved by the market. The philosophy that the Company is trying to
introduce to the market is the combination of the high quality
products at the right price. The Company is negotiating with the
major American distributors exclusive agreements. The results of
such future and potential agreements can be valued only after the
test period. The Company is also valuing the possibility to expand
its business through acquisitions. The Board of Directors is
negotiating, without any binding commitment at the date of this
filing, some acquisitions which could be strategic for the growing
of the company.

MANAGEMENT BELIEVES THAT CERTAIN STATEMENTS IN THIS DISCUSSION AND ANALYSIS
CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE U.S. PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS INCLUDE, BUT ARE
NOT LIMITED TO: STATEMENTS RELATING TO POTENTIAL GROWTH OR TO POTENTIAL
INCREASES IN REVENUES AND NET INCOME THROUGH PREVIOUS, POTENTIAL OR POSSIBLE
MERGERS; ACQUISITIONS; LICENSE AGREEMENTS; SHARE EXCHANGES; AND JOINT VENTURES.
THESE STATEMENTS OFTEN CAN BE IDENTIFIED BY THE USE OF TERMS SUCH AS "MAY",
"WILL", "EXPECT", "ANTICIPATE", "ESTIMATE", "SHOULD", "COULD", "PLANS",
"BELIEVES", "POTENTIAL", OR "CONTINUING", OR THE NEGATIVE OF THESE TERMS.
SUCH FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE MADE AND MAY
INVOLVE BOTH KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH
MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO
BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY
BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS
ARE REASONABLE, THE COMPANY CANNOT GUARANTEE FUTURE RESULTS, LEVELS OF
ACTIVITY, PERFORMANCE, ACHIEVEMENTS OR EVENTS.  MOREOVER, NEITHER THE COMPANY
NOR ANY OTHER PERSON ASSUMES RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS
OF SUCH STATEMENTS. THE COMPANY DISCLAIMS ANY RESPONSIBILITY TO REVISE ANY
FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE
OF SUCH STATEMENT OR TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED
EVENTS.


<PAGE>    6


Business
--------

The Company is engaged in the design, manufacturing and distributing
of multimedia kiosks for several applications including amusement
and skill games. The Company manufactures both software and hardware
and integrates them into their own exclusive machines.

Valuation criteria
------------------

The financial statements have been prepared on a prudential,
accruals and going-concern basis.

The prudential basis has resulted in the valuation of the single
components of each asset or liability to avoid offsets between
losses that should have been reported and profits that should not
have been recognised as they have not been realised.

Under the accruals method, the effect of transactions and other
events has been reflected on the accounts and attributed to the
fiscal year to which the transactions and events refer, and not to
that in which the relevant changes to cash in hand and at bank
(collections and payments) have taken place.

The consistent application of accounting principles ensures the
comparability of the company's financial statements drawn up in
different fiscal years. The transactions between the companies group
have been eliminated. The Financial data of the Italian Subsidiary,
whose accounting are in Euro, have been reported at the Euro/USD
Interbank Exchange Rate as per June 30, 2001

Exceptions
----------

By way of derogation from the above, it has not been adopted any
different valuation criteria from the above mentioned.

In particular, the following accounting policies have been applied:

Fixed assets
------------

Intangible assets
-----------------

These have been recorded at their historical purchase cost net of
the relevant depreciation systematically calculated.

Start-up and expansion costs, research, development and advertising
cost have been recorded as assets with the approval of the Board of
Statutory Auditors and are depreciated over 5 years.  The
depreciation has been calculated for the interim period as 6/12 of
the total year value

The goodwill, acquired for a consideration, has been recorded among
the assets with the consent of the Board of Statutory Auditors at
its purchase cost and is depreciated over 5 years starting from the
purchasing day. The depreciation has been calculated for the interim
period as 6/12 of the total year value

Industrial patent and intellectual property rights, concessions,
licenses, trademarks and similar right are depreciated at an average
annual rate of 20%. The depreciation has been calculated for the
interim period as 6/12 of the total year value

Leasehold improvements have been depreciated at rates depending on
the duration of the underlying agreement (10 years). The
depreciation has been calculated for the interim period as 6/12 of
the total year value.


<PAGE>   7


Tangible assets
---------------

These have been recorded at their purchase cost and are adjusted by
the relevant accumulated depreciation.

The book value includes any ancillary costs and the costs incurred
for the use of the asset, less any trade discounts and any
significant cash discounts.

The depreciation charged to profit and loss account has been
calculated on the basis of the remaining useful life of the assets,
taking into account their use, destination and economic-technical
life, and we believe that this is well reflected by the following
rates, unchanged compared to the previous fiscal year and halved in
the year in which the asset has entered operation:

-	plant and machinery: 10 % - equipment: 25 % - trucks: 20%
                             - cars: 25 %

-       office equipment: 20%

-       others: 12%

It has not been done any accelerated depreciation. Tangible assets
have been written up in compliance with the general revaluation
laws.

Accounts receivable
-------------------

These have been recorded at their presumed realisable value. The
nominal value has been adjusted to the presumed realisable value by
means of a provision for bad debts taking into account the general
economic conditions, the state of the company's industry sector and
the country risk.

Accounts payable
----------------

Accounts payable have been recorded at their nominal value, adjusted
by any returns of goods or credit notes.

Accrued liabilities/income - prepayments/deferred income
--------------------------------------------------------

These have been determined on an accruals basis.

Inventory
---------

Raw materials, auxiliary materials and finished products have been
recorded at the lower of purchase or manufacturing price and
realisable value as inferred from market trend, applying one of the
follows methods:

- the LIFO (with annual increments) method

Goods-in-process have been recorded on the basis of the costs
incurred during the year.

Work-in-progress has been recorded on the basis of :

- the percentage of completion of or the status of the work; - the
  method of the completed order or the completed contract.

The value thus obtained is then adjusted by the "provision for stock
obsolescence" in order to take into account those goods which are
expected to be realised at a value lower than cost.


<PAGE>    8


Provisions for liabilities and charges
--------------------------------------

These provisions were not set aside for the coverage of losses or
liabilities because the amount and date, if any, of occurrence could
not be determined at the date of the approval of the financial
statements.

Provision for employee leaving indemnity
----------------------------------------

This consists of the amounts actually accrued in favour of the
employees pursuant to the law and the current labour agreements,
taking into account any elements of remuneration paid on a
continuous basis.

The provision includes the total indemnities accrued for employees
at the year-end net of any advances paid, and assuming termination
of their employment relationship at such date.

Income taxes
------------

- No taxes has to be paid.


Recognition of income
---------------------

Sales revenue is recognised at the time of the transfer of ownership
which usually coincides with the delivery or forwarding of the
goods;

Financial income and income from the provision of services is
recognised on an accruals basis.

Adjustment criteria
-------------------

No adjustment criteria has been applied.

Criteria for the translation of accounts in foreign currency.

Accounts payable and receivable denominated in foreign currency have
been recorded at the rates of exchange in force on the date of the
transaction and retranslated at the interim period-end exchange
rates.

Guarantees, commitments, third parties' assets and risks and
guarantees

Any risks in connection with guarantees, either personal or real,
given for third parties, have been included among memo accounts in
an amount equal to the guarantee offered.

Commitments have been included among memo accounts at their nominal
value (as inferred from the relevant documentation).



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

1.  ASSETS

    a.   FIXED ASSETS

They are reported at the their historical value minus their
depreciation of the period considered

During the interim period considered, the company did not make
further investment in tangible assets. The company has
invested in Research and development. During the period


<PAGE>    9


considered the investment at the net of the depreciation has
increased of $36,591.

<TABLE>
<CAPTION>

                                                  30-June-01      31-Dec-00
                                                 ------------    -----------
<S>                                              <C>             <C>
FIXED ASSETS
  Intangible Assets, net:
    Start up and expansions costs                $    44,746     $    56,079     -20%
    Research, developmenent and
      advertisement costs                        $   321,910     $   272,221      18%
    Industrial patent and intellectual property  $     2,084     $     2,612     -20%
    Goodwill                                     $ 1,681,377     $ 2,082,938     -19%
    Other intangible assets                      $    24,745     $     9,762     153%
                                                 -----------     -----------
    Total Intangible Assets, net                 $ 2,074,862     $ 2,423,612     -14%

  Tangible Assets, net:
    Plant and machinery                          $   320,099     $   341,238      -6%
    Industrial and commercial equipment          $    61,284     $    75,286     -18%
    Other assets                                 $   181,318     $   200,643      -9%
    Work-in-progress and advances                $      -        $     1,201    -100%
                                                 -----------     -----------
    Total Tangible Assets, net                   $   562,701     $   618,367      -9%

       Total Fixed Assets                        $ 2,637,563     $ 3,041,980     -13%
                                                 ===========     ===========
</TABLE>

     b.  CURRENT ASSETS

         1.   Inventory

Inventories are stated at the lower of cost, determined on a first-in, first-
out basis, or market. Cost elements included for work-in-process and finished
goods include raw materials, direct labor and manufacturing overhead.

                                            30 June 2001    Dec. 31, 2000
                                            ------------    -------------
Inventory
  Raw Materials, subsidiary materials
    and consumables                         $  1,332,689    $   1,308,722
  Work in progress and semi-finished        $    169,020    $     200,654
  Finished products and goods               $    281,812    $      80,945


         2.   Accounts receivable

The account receivable are composed of calculated at the fair possible
cashable value.

                             30 June 2001    Dec. 31, 2000
                             ------------    -------------
Cash and Cash equivalents    $      3,208    $         276      1062%
Accounts receivable          $    474,581    $     724,063       -34%
  from third party           $    814,324    $     247,308       229%


<PAGE>    10


2.  LIABILITY

    a.   CURRENT LIABILITY

The Company has decreased the Current Liability with banks and increased the
Current Liability with Customers because of the changing of the payment terms
with the suppliers (from 30 days to 60 days average).

<TABLE>
<CAPTION>

                                                  30-June-01      31-Dec-00
                                                 ------------    -----------
<S>                                              <C>             <C>
CURRENT LIABILITY:
  Account payable:
    To customers                                 $    787,084    $   604,531       30%
    To Banks                                     $    128,769    $   201,921      -36%
    To social security institutions              $     16,768    $    37,032      -54%
    Taxes                                        $     14,403    $    30,679      -53%
    Others                                       $    107,351    $    37,678      180%
    To third party                               $       -       $ 1,544,522     -100%
  Accrued Liabilities and deferred income        $     65,714    $    58,709       11%
  Advances - received on accounts                $      9,866    $    10,819       -8%
  Accrued payroll and related costs              $    128,053    $   164,232      -22%
                                                 ------------    -----------
    Total Current Liabilities                    $  1,258,008    $ 2,690,123      -53%

</TABLE>


    b.   LONG TERM DEBT

The long term debt is the quota related to the 5 years loan payable quarterly
received on November 2000. The decrease of the value is because on February
and May 2001 have been paid two settlements.

LONG-TERM DEBT:                   31-Mar-01       31-Dec-00
                                 -----------     -----------

  To Banks                       $   600,352     $   722,146     -16%

  Total Liability                $ 1,858,360     $ 3,412,269     -45%


    c.   SHAREHOLDER EQUITY


The company is presenting an increment of the shareholder equity due to the
saving on taxes of the subsidiary and the increment of the Paid In Capital.
The exchange rate Euro/USD has influence in the shareholder equity.

<TABLE>
<CAPTION>

<S>                                        <C>                <C>                <C>
SHAREHOLDER EQUITY
  Common Stock:

  Preferred Stock
  Other reserves                           $  2,051,640        $      -          100%
  Additional paid-in capital               $  3,052,788        $  3,347,640       -8%
  Accumulated other comprehensive loss     $   (943,034)       $      -          100%
  Profit (Loss)                            $   (301,646)       $ (1,126,618)               -73%

  Total Shareholders' Equity               $  3,859,748        $  2,221,022       73%

</TABLE>


<PAGE>    11


3.  REVENUE

The company is presenting revenues. Gross profit is increasing due to the
investments made during the previous fiscal year. The six months ended June
2001 shows revenues which are more than the total fiscal year 2000 and the
cost of revenues decreases comparing to the previous fiscal year and the
first quarter 2001.

                            31-Mar-01          31-Dec-00
                           -----------        -----------

REVENUES                   $   748,385        $   678,141
COST OF REVENUES           $   428,516        $   633,097

   Gross Profit (Loss)     $   319,869        $    45,044
                                 42%                 7%


4.  EXPENSES

The operating expenses include the personnel costs, wages, salaries and
general expenses. The company has the benefit of an income tax due to
previous fiscal year.

<TABLE>
<CAPTION>

<S>                                             <C>             <C>
OPERATING EXPENSES:
  Selling, General and administrative           $    787,839    $    658,021
  Depreciation and Amortization                 $    281,831    $    455,946
  Miscellaneus                                  $      7,141
                                                ------------    ------------
                                                $  1,076,811    $  1,113,967

OPERATING PROFIT (LOSS)                         $   (756,942)   $ (1,068,923)
                                                ------------    ------------

INTEREST INCOME                                 $      3,917    $        529
INTEREST EXPENSE                                $    (41,319)   $    (17,286)
OTHER COST                                      $       -       $    (40,938)

PROFIT (LOSS) from continuing operations        $   (794,344)   $ (1,126,618)
  BEFORE INCOME TAXES

INCOME TAXES                                    $    492,698

LOSS (PROFIT) FROM CONITNUING OPERATIONS        $   (301,646)   $ (1,126,618)

NET PROFIT (LOSS)                               $   (301,646)   $ (1,126,618)
                                                ============    ============

</TABLE>


The company is presenting a loss of 301,646 USD.

EURO CURRENCY CONVERSION

The company's AmEurotech s.r.l. subsidiary is using Italian Lira as its
functional currency. The exchange rate between Euro and ITL is fixed since
January 1999. The new Euro coins and bills will become the official currency
on January 2002. The Euro/USD conversion has a material impact on this balance
sheet and financial statements because most of the operations of the company
are done in ITL/EURO.


<PAGE>    12


ITEM 3.  MARKET RISK

There have been no material changes in market risk since the prior fiscal
year end.


                               PART II
                               -------

ITEM 1	LEGAL PROCEEDINGS

The Company does not have any legal proceedings.



                             SIGNATURES
                             ----------

Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.

                                 AMEUROTECH CORPORATION



                                    /s/Stefano Zorzi
                                 By:---------------------------------
                                    Stefano Zorzi
                                    President and CEO


                                    /s/Elsia Popolo
                                 By:---------------------------------
                                    Elsia Popolo
                                    Director and Secretary

                                    /s/Gianni Callegari
                                 By:---------------------------------
                                    Gianni Callegari
                                    Director and Treasurer

<PAGE>   13