U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[x] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934

             For the quarterly period ended March 31, 2001
--------------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
--------------------------------------------------------------------------------

                      Commission File Number: 000-30829
--------------------------------------------------------------------------------

                      BUSINESS TRANSLATION SERVICES, INC.
--------------------------------------------------------------------------------
     (Exact name of small business issuer as specified in its charter)

         Nevada                                           88-0430189
-------------------------------                    ------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification
                                                        No.)

                             500 N. Rainbow, Suite 300
                                Las Vegas, NV  89107
--------------------------------------------------------------------------------
                      (Address of principal executive offices)

              (702) 221-1952 (PHONE)         (702) 221-1963(FAX)
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
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 [ ]  No [X]

             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

                                                  Yes [ ]  No [ ]

                                        1

<PAGE>

Common Stock, $0.001 par value per share, 20,000,000 shares authorized,
2,200,750 issued and outstanding as of March 31, 2001.  Preferred
Stock, $0.001 par value per share, 5,000,000 shares authorized, no
Preferred Stock issued nor outstanding as of March 31, 2001.

Traditional Small Business Disclosure Format (check one) Yes [  ] No [X]

                                     2

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   4
          Independent Auditors' Report.........................   5
          Balance Sheet.......................................    6
          Income Statement.        ............................   7
          Statements of Cash Flows............................    8
          Notes to Financial Statements......................  9-11

Item 2.  Management's Discussion and Analysis of Plan
         of Operation.........................................   12

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings...................................   16

Item 2.   Changes in Securities and Use of Proceeds...........   16

Item 3.   Defaults upon Senior Securities.....................   16

Item 4.   Submission of Matters to a Vote
          of Security Holders.................................   16

Item 5.   Other Information....................................  16

Item 6.   Exhibits and Reports on Form 8-K.....................  16

Signatures.....................................................  17



                                       3

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements

              (Financial Statements Commence on Following Page)



                                      4
<PAGE>


G. BRAD BECKSTEAD
---------------------------
Certified Public Accountant

                                                  330 E. Warm Springs
                                                 Las Vegas, NV  89119
                                                         702.528.1984
                                                  425.928.2877 (efax)

                INDEPENDENT ACCOUNTANT'S REVIEW REPORT
                --------------------------------------



Board of Directors
Business Translation Service, Inc.
(a Development Stage Company)
Las Vegas, NV

I have reviewed the accompanying balance sheet of Business Translation
Services, Inc. (a Nevada corporation) (a development stage company) as of
March 31, 2001 and the related statements of operations for the three-months
ended March 31, 2001 and 2000 and for the period July 1, 1999 (Inception) to
March 31, 2001, and statements of cash flows for the three-month period
ending March 31, 2001 and 2000 and for the period July 1, 1999 (Inception)
to March 31, 2001.  These financial statements are the responsibility of the
Company's management.

I conducted my reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which
will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole.  Accordingly,
I do not express such an opinion.

Based on my reviews, I am not aware of any material modifications that
should be made to the accompanying financial statements referred to above
for them to be in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 5 to the financial
statements, the Company has had limited operations and has not commenced
planned principal operations.  This raises substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to
these matters are also described in Note 5.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

I have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Business Translation Services, Inc. (a
development stage company) as of December 31, 2000, and the related statements
of operations, stockholders' equity, and cash flows for the year then ended
(not presented herein) and in my report dated February 21, 2001, I expressed
an unqualified opinion on those financial statements.

/s/ G. Brad Beckstead
---------------------

April 25, 2001

                                     5

<PAGE>

                        BUSINESS TRANSLATION SERVICES, INC.
                          (A Development Stage Company)
                                 Balance Sheet


<TABLE>
<CAPTION>

BALANCE SHEET
                                     (unaudited)
                                       March 31,       December 31,
                                         2001            2000
                                       -------         --------
ASSETS
<S>                                    <C>             <C>
Current Assets:
Cash                                   $   4,183       $ 17,367
                                       ---------       --------
Total Current                          $   4,183       $ 17,367
                                       ---------       --------

Total Assets                           $   4,183       $ 17,367
                                       =========       ========

Liabilities and Stockholders' Equity

Current liabilities                    $       -      $      -
                                       ---------      --------
   Total liabilities                           -             -
                                       ---------      --------

Stockholders' Equity:

Preferred stock, $0.001 par value,
5,000,000 shares authorized, zero
shares issued and outstanding                  -             -

Common stock, $0.001 par value,
    20,000,000 shares authorized;
    2,200,750 shares issued and
    outstanding at 3/31/00                 2,201         2,201

Additional paid-in capital                54,374        54,374

Deficit accumulated during
development stage                        (52,392)      (39,208)
                                        --------      --------
Total Stockholders' Equity                 4,183        39,208
                                        --------      --------
Total Liabilities and
    Stockholders' Equity                $  4,183      $ 17,367
                                        ========      ========

</TABLE>


The accompanying Notes are an Intregal Part of These Financial Statements.

                                  6

<PAGE>


                      Business Translation Services, Inc.
                        (A Development Stage Company)
                            Statement of Operations
                                (unaudited)
        For the Three Months Ending March 31, 2001 and 2000
      and For the Period July 1, 1999 (Inception) to March 31, 2001


<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS


                                          Three Months Ending    July 1, 1999
                                                March 31,       (Inception) to
                                         --------------------      March 31,
                                          2001          2000          2001
                                         ---------    ---------   ------------
<S>                                      <C>          <C>         <C>
Revenue                                  $     -      $     -     $       -
                                         --------     --------    ----------
Expenses:
  General administrative expenses         13,225        1,595        52,832
                                         --------     --------    ----------
Total expenses                            13,225        1,595        52,832
                                         --------     --------    ----------
Other income:
  Interest income                             41            -           440
                                         --------     --------    ----------
Total other income                            41            -           440
                                         --------     --------    ----------
Net (loss)                              $(13,184     $(1,595)    $  (52,392)
                                        ========     ========    ==========
Weighted average
number of
common shares
outstanding                             2,200750     2,200,750    2,200,750
                                        =========    =========    ==========

Net loss per share                      $  (0.01)    $  (0.00)    $   (0.02)
                                        =========    =========    ==========

</TABLE>

The accompanying Notes are an Intregal Part of These Financial Statements.

                                     7
<PAGE>

<PAGE>


                         Business Translation Services, Inc.
                          (A Development Stage Company)
                             Statement of Cash Flows
                                  (Unaudited)
        For the Three Months Ending March 31, 2001 and 2000
      and For the Period July 1, 1999 (Inception) to March 31, 2001

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS


                                          Three Months Ending    July 1, 1999
                                                March 31,       (Inception) to
                                         --------------------      March 31,
                                          2001          2000          2001
                                         ---------    ---------   ------------
Cash flows from operating activities
<S>                                      <C>          <C>         <C>
Net loss                                 $(13,184)    $  (1,595)  $ (52,392)
Adjustments to reconcile
net income to net
cash used by operating activities                -            -           -
                                         ---------    ---------   ----------
Net cash used by operating activities    $ (13,184)   $  (1,595)  $ (52,392)
                                         ---------    ---------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash provided (used)
by investing activities                          -            -            -
                                         ---------    ---------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of common stock                         -       56,575      56,575
                                         ---------    ---------   ----------
Net cash provided by
financing activities                             -       56,575      56,575
                                         ---------    ---------   ----------
Net (decrease) increase in cash            (13,184)      54,780       4,183
Cash - beginning                            17,367            -           -
                                         ---------    ---------   ---------
Cash - ending                            $   4,183    $  54,780   $   4,183
                                         =========    =========   =========

Supplemental disclosures:

Interest paid                            $      -     $       -   $       -
                                         =========    =========   =========
Income taxes paid                        $      -     $       -   $       -
                                         =========    =========   =========

</TABLE>

The accompanying Notes are an Intregal Part of These Financial Statements.

                                   8


<PAGE>

                      Business Translation Services, Inc.
                        (a Development Stage Company)
                                    Notes


Note 1 - History and organization of the company

The Company was organized July 1, 1999 (Date of Inception) under the laws
of the State of Nevada.  The Company has no operations and in accordance
with SFAS #7, the Company is considered a development stage company.  The
Company is authorized to issue 20,000,000 shares of $0.001 par value common
Stock and 5,000,000 shares of $0.001 par value preferred stock.

Note 2 - Summary of significant accounting policies

1.  The Company uses the accrual method of accounting.

2.  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period.  Actual results could differ significantly
from those estimates.

3.  The Company maintains a cash balance in a non-interest-bearing bank
that currently does not exceed federally insured limits.  For the purpose
of the statements of cash flows, all highly liquid investments with the
maturity of three months or less are considered to be cash equivalents.

4.  Earnings per share (EPS) is computed using the weighted average number
of shares of common stock outstanding during the period.  Diluted EPS is
computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued.  Since the
Company has no common shares that are potentially issuable, such as stock
options, convertible preferred stock and warrants, basic and diluted EPS
are the same.  The Company had no dilutive common stock equivalents such
as stock options as of March 31, 2001.

5.  The Company has not yet adopted any policy regarding payment of
dividends.  No dividends have been paid since inception.

6.  The Company will review its need for a provision for federal income
tax after each operating quarter and each period for which a statement of
operations is issued.


                                      9
<PAGE>

                      Business Translation Services, Inc.
                        (a Development Stage Company)
                                    Notes


Note 3 - Income taxes

Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS
#109) "Accounting for Income Taxes".  A deferred tax asset or liability is
recorded for all temporary differences between financial and tax reporting.
 Deferred tax expenses (benefit) results from the net change during the year
of deferred tax assets and liabilities.

There is no provision for income taxes for the year ended March 31, 2001,
due to the net loss and no state income tax in Nevada.

Note 4 - Stockholders' equity

The Company is authorized to issue 20,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.

On July 2, 1999, the Company issued 750,000 shares of its $.001 par value
common stock for cash of $1,500.  Of the total amount, $750 is considered
common stock, and $750 is considered additional paid-in capital.

On January 31, 2000, the Company issued 450,750 shares of its $.001 par
value common stock at $0.10 per share, pursuant to a SEC Regulation D, Rule
504 offering,  for cash of $45,075.  Of the total amount, $451 is considered
common stock, and $44,624 is considered additional paid-in capital.

On March 28, 2000, the Company issued 1,000,000 shares of its $.001 par
value common stock at $0.10 per share to a Company director for cash of
$10,000.  Of the total amount, $1,000 is considered common stock, and
$9,000 is considered additional paid-in capital.

There have been no other issuances of common or preferred stock.

Note 5 - Going concern

The Company's financial statements are prepared using the 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.  However, the Company has not commenced its
planned principal operations.  Without realization of additional capital,
it would be unlikely for the Company to continue as a going concern.

Note 6 - Related party transactions

Office services are provided without charge by a director.  Such costs are
immaterial to the financial statements and, accordingly, have not been
reflected therein.  The officers and directors of the Company are involved
in other business activities and may, in the future, become involved in
other business opportunities.  If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the Company
and their other business interests.  The Company has not formulated a
policy for the resolution of such conflicts.

                                      10
<PAGE>

                      Business Translation Services, Inc.
                        (a Development Stage Company)
                                   Notes


Note 7 - Warrants and options

There are no warrants or options outstanding to acquire any additional
shares of common stock.

                                       11
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

Business Translation Services, Inc. is a developmental stage company.
The Company plans to offer translation services of conventional documents
and software written in one language and translated into other language,
and to specialize in providing translators for face-to-face meetings.

The Company plans to investigate computer software programs directed toward
the development of computer-based machine translation systems.  These new
information tools will provide the basis for the development of new products.
The basic business model is to accelerate technical developments, together
with product marketing and sales, to create unique translation products for
special niche  markets.  The Company believes that this strategy will result
in positive business results for the Company, although there are no assurances
that this strategy will be successful.

The Company plans to distinguish itself as a translation and localization
service provider, generally using contracted human resources and industry-
available technology and software tools.  The Company intends to pursue
a strategy which will enable it to expand its business through identifying
companies that fit the Company's consolidation guidelines, and contracting
with these companies to provide translating services.  The Company has
identified individuals who are fluent in the languages of Spanish, Russian and
Ukraine.  These people will be hired as independent contractors, on a per
assignment basis to translate for the Company.

Additionally, if the Company can become successful it intends to expand
its existing translation services and to continue to research and develop
advanced translating technologies.

In its initial operating period July 1, 1999 (date of inception) through March
31, 2001, the Company incurred a net loss of $52,832 from operations.  On July
27, 1999, the Company issued 750,000 shares of its $.001 par value common stock
for cash of $1,500.  It has yet to receive any revenues from operations.  An
original stock offering was made pursuant to Nevada Revised Statues Chapter
90.490.  This offering was made in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as amended,
pursuant to Regulation D, Rule 504, of the Act.  Additionally, the Company sold
four hundred fifty thousand seven hundred fifty (450,750) shares of its common
stock in connection with a public offering at a price of $0.10 per share for
$45,075 in cash to approximately 52 shareholders. The offering was closed
January 31, 2000. A Form D, was filed with the United States Securities and
Exchange Commission on or about February 9, 2000.  On March 28, 2000, the
Company issued 1,000,000 shares of its $.001 par  value common stock at $0.10
per share to a Company director for cash of $10,000.  As of March 31, 2001,
the Company has two million two hundred thousand seven hundred fifty
(2,200,750) shares of its $0.001 par value common voting stock issued and
outstanding which are held by approximately fifty-four (54) shareholders of
record, including the company's founder.  The Company does not have
significant cash or other material assets, nor does it have an established
source of revenues sufficient to cover its operating costs and to allow it
to continue as a going concern.  It is, however, the intent of the Company
to seek to raise additional capital via a private placement offering
pursuant to Regulation "D" Rule 505 or 506 or a private placement.


                                  12

<PAGE>

Going Concern - The Company experienced operating losses for the period
Ended March 31, 2001. Financial statements have been prepared assuming that
the Company will continue to operate as a going concern which is contemplating
the realization of assets and the settlement of liabilities in the normal
course of business. No adjustment has been made to the recorded amount of
assets or the recorded amount or classification of liabilities which would
be required if the Company were unable to continue its operations.  However,
the auditors of the Company have issued a going concern opinion in Note 5 of
the Notes to Financial Statements, (March 31, 2001) which states in pertinent
part the following, "Without realization of additional capital, it would be
unlikely for the Company to continue as a going concern."  It is, however,
the intent of the Company to seek to raise additional capital via a private
placement offering pursuant to Regulation "D" Rule 505 or 506.

Unclassified Balance Sheet - In accordance with the provisions of SFAS
No. 53, the Company has elected to present an unclassified balance sheet.
Earnings per share (EPS) is computed using the weighted average number
of shares of common stock outstanding during the period. Diluted EPS is
computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued.  Since the Company
has no common shares that are potentially issuable, such as stock options,
convertible preferred stock and warrants, basic and diluted EPS are the same.
The Company had no dilutive common stock equivalents such as stock options
as of March 31, 2001.

The Company has not pursued or explored any opportunities for an acquisition
or merger. This does not preclude that the Company may not explore any
opportunities in the future.

Results of Operations

As of March 31, 2001, the Company has yet to generate any revenues.  During
the First Quarter ended March 31, 2001 the Company incurred a net loss of
$13,225, compared to $1,595 for the same period last year.  The majority of
this loss was due to general and administrative expenses.  The Company does
not expect to generate any revenues over the next approximately to twelve (12)
months.  For the Period July 1, 1999 (inception) through March 31, 2001 the
Company experienced a net loss of $52,392.

Plan of Operation

It is the Company's belief that it will not generate any income unless
it can identify businesses and individuals in need of its translating services.
This in itself will not guarantee any income.  Therefore, the Company can incur
losses and negative cash flow over the next twelve (12) to eighteen (18)
months.  There is no guarantee that the Company will ever operate profitably or
even receive positive cash flows from full operations. This is especially the
case if the Company cannot attract new customers for its services.


                                     13
<PAGE>

Liquidity and Capital Resources

The Company's primary sources of liquidity since its inception have been the
sale of shares of common stock from shareholders, which were used during the
period from inception through March 31, 2001. On July 27, 1999, the Company
issued 750,000 shares of its $.001 par value common stock for cash of $1,500.
An original stock offering was made pursuant to Nevada Revised Statues
Chapter 90.490.  This offering was made in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as
amended, pursuant to Regulation D, Rule 504, of the Act.  Additionally, the
Company sold four hundred fifty thousand seven hundred fifty (450,750) shares
of its common stock in connection with a public offering at a price of $0.10
per share for $45,075 in cash to approximately 52 shareholders.  The offering
was closed January 31, 2000.  A Form D, was filed with the Securities and
Exchange Commission on or about February 9, 2000. On March 28, 2000, the
Company Issued 1,000,000 shares of its $.001 par value common stock at $0.10
per share for cash of $10,000.  As of May 31, 2000, the Company has two million
two hundred thousand seven hundred fifty (2,200,750) shares of its $0.001 par
value common voting stock issued and outstanding which are held by
approximately fifty-four (54) shareholders of record, including the company's
founder.

The Company currently has two (2) employees, they are:  One (1) President and
Chief Executive Officer (Dave Benedetti); and one (1) Secretary (Ed DeStefano).
In order to implement the aggressive business plan of the Company, management
recognizes that some additional staff may be required in the future, once the
company becomes profitable.

The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.  In addition,
management believes that its current facilities will remain suitable as
the main administrative office and research facilities for the next
twenty-four (24) months. The Company does not have any additional facilities,
and there are currently no proposed programs for the renovation, improvement or
development of the properties currently being leased by the Company.

Market For Company's Common Stock

The Common Stock of the Company became eligible for trading on the OTC-Bulletin
Board on February 5, 2001 under the symbol BTSV.


                                     14

<PAGE>

Dividend Policy

The Company has never paid or declared any dividend on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.

Forward-Looking Statements

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of
the Company's business and operations, and other such matters are forward-
looking statements.  These statements are based on certain assumptions and
analyses made by the Company in light of its experience and its perception of
historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances.
However, whether actual results or developments will conform with the
Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic  market and business conditions;  the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company;  changes in laws or  regulation; and other factors, most of which
are beyond the control of the Company.

This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; (iii) the Internet and Internet commerce; and, (iv) the Company's
financing plans.  Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors.  Factors that could adversely affect actual results and performance
include, among others, the Company's limited operating history, dependence
on continued growth in the use of the Internet, the Company's inexperience
with the Internet, potential fluctuations in quarterly operating results and
expenses, security risks of transmitting information over the Internet,
government regulation, technological change and competition.

Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary  statements and there can be no assurance
that the actual results or  developments  anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations.  The
Company assumes no obligations to update any such forward-looking statements.

                                    15

<PAGE>


                           PART II -- OTHER INFORMATION

ITEM 1.  Legal Proceedings

The Company is not a party to any legal proceedings.

ITEM 2.  Changes in Securities and Use of Proceeds

None.

ITEM 3.  Defaults upon Senior Securities

None.

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

During the quarter ended March 31, 2001, no matters were submitted to
the Company's security holders.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits and Reports on Form 8-K

None.


                                     16

<PAGE>

SIGNATURES

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


                                 Business Translation Services, Inc.
                                 -----------------------------------
                                           (Registrant)

Date:  April 27, 2001

By: /s/ David Benedetti
-----------------------
David Benedetti
Chairman of the Board,
President, Chief Executive Officer, and CFO

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

Date:  April 27, 2001

By:  /s/ Ed DeStefano
---------------------
Ed DeStefano
Corporate Secretary



                                       17