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 June 30, 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 June 30, 2001.  Preferred
Stock, $0.001 par value per share, 5,000,000 shares authorized, no
Preferred Stock issued nor outstanding as of June 30, 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......................  9-10

Item 2.  Management's Discussion and Analysis of Plan
         of Operation.........................................   11

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings...................................   15

Item 2.   Changes in Securities and Use of Proceeds...........   15

Item 3.   Defaults upon Senior Securities.....................   15

Item 4.   Submission of Matters to a Vote
          of Security Holders.................................   15

Item 5.   Other Information....................................  15

Item 6.   Exhibits and Reports on Form 8-K.....................  15

Signatures.....................................................  16



                                       3

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements

The unaudited financial statements of registrant for the six months ended
June 30, 2001, follow.  The financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of
the results for the interim period presented.




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


July 18, 2001


Board of Directors
Business Translation Services, 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 June 30, 2001 and the related statements of operations for the six-
months ended June 30, 2001 and 2000 and for the period July 1, 1999
(Inception) to June 30, 2001, and statements of cash flows for the six-
month period ending June 30, 2001 and 2000 and for the period July 1,
1999 (Inception) to June 30, 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 2 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 2.  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
---------------------
G. Brad Beckstead

                                       5
<PAGE>

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


<TABLE>
<CAPTION>

BALANCE SHEET
                                      (unaudited)
                                        June 30,       December 31,
                                         2001            2000
                                       -------         --------
ASSETS
<S>                                    <C>             <C>
Current Assets:
Cash                                   $     405       $ 17,367
                                       ---------       --------
Total Current                          $     405       $ 17,367
                                       ---------       --------

Total Assets                           $     405       $ 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 6/30/01                 2,201         2,201

Additional paid-in capital                54,374        54,374

Deficit accumulated during
development stage                        (56,170)      (39,208)
                                        --------      --------
Total Stockholders' Equity                   405        17,367
                                        --------      --------
Total Liabilities and
    Stockholders' Equity                $    405      $ 17,367
                                        ========      ========

</TABLE>


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

                                  6

<PAGE>


                      Business Translation Services, Inc.
                        (A Development Stage Company)
                            Statement of Operations
                                (unaudited)
        For the Three and Six Months Ending June 30, 2001 and 2000
      and For the Period July 1, 1999 (Inception) to June 30, 2001


<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS

                       Three Months Ending  Six Months Ending    July 1, 1999
                       -------------------  -----------------   (Inception) to
                        June 30,  June 30,  June 30, June 30,      June 30,
                          2001      2000      2001     2000         2001
                       ----------  -------  -------- --------  --------------
<S>                     <C>        <C>       <C>       <C>        <C>

Revenue                 $      -   $      -  $      -  $      -   $      -
                        --------   --------  --------  --------   --------
Expenses:
  General and
  administrative
  expenses                 3,769      1,595    17,003     4,924     56,601
                        --------   --------  --------  --------   --------
Total expenses             3,769      1,595    17,003     4,924     56,601
                        --------   --------  --------  --------   --------
Other income:
  Interest income              -        399        41       399        431
                        --------   --------  --------  --------   --------
Total other income             -        399        41       399        431
                        --------   --------  --------  --------   --------
Net (loss)              $ (3,769)  $ (1,196) $(16,962) $ (4,525)  $(56,170)
                        ========   ========  ========  ========   ========
Weighted average
number of
common shares
outstanding            2,200,750  2,200,750  2,200,750  2,200,750  2,200,750
                       =========  =========  =========  =========  =========

Net loss per share     $  (0.00)  $  (0.00)  $  (0.01)  $  (0.00)  $  (0.03)
                       =========  =========  =========  =========  =========

</TABLE>

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

                                     7
<PAGE>

                         Business Translation Services, Inc.
                          (A Development Stage Company)
                             Statement of Cash Flows
                                  (Unaudited)
        For the Six Months Ending June 30, 2001 and 2000
      and For the Period July 1, 1999 (Inception) to June 30, 2001

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS



                                         Six Months Ending      July 1, 1999
                                         -----------------     (Inception to)
                                         June 30,  June 30,      June 30,
                                           2001      2000          2001
                                         --------- --------   -----------------
<S>                                      <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss)                               $ (16,962)  $ (4,525)   $ (56,170)

                                         ----------  ---------   ----------
Net cash used by operating activities      (16,962)    (4,525)     (56,170)
                                         ---------    ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES
                                                 -            -            -
                                         ---------    ---------   ----------
Net cash provided (used)
by investing activities                          -            -            -
                                         ---------    ---------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of common stock                         -       55,075      56,575
                                         ---------    ---------   ---------
Net cash provided by
financing activities                             -       55,075      56,575
                                         ---------    ---------   ---------
Net (decrease) increase in cash            (16,962)      50,550         405
Cash - beginning                            17,367          590           -
                                         ---------    ---------   ---------
Cash - ending                            $     405    $  51,140   $     405
                                         =========    =========   =========

Supplemental disclosures:

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

</TABLE>

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

                                   8


<PAGE>

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


Note 1 - Basis of Presentation

The consolidated interim financial statements included herein, presented
in accordance with United States generally accepted accounting principles
and stated in US dollars, have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein.  It is suggested that
these consolidated interim financial statements be read in conjunction
with the financial statements of the Company for the year ended December
31, 2000 and notes thereto included in the Company's 10-KSB annual report.
The Company follows the same accounting policies in the preparation of
interim reports.

Results of operations for the interim periods are not indicative of annual
results.

Note 2 - Going concern

These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business.  As at June
30, 2001, the Company has not recognized revenue to date and has
accumulated operating losses of approximately $56,000 since inception.
The Company's ability to continue as a going concern is contingent upon
the successful completion of additional financing arrangements and its
ability to achieve and maintain profitable operations.  Management plans
to raise equity capital to finance the operating and capital requirements
of the Company.  Amounts raised will be used to further development of the
Company's products, to provide financing for marketing and promotion, to
secure additional property and equipment, and for other working capital
purposes.  While the Company is expending its best efforts to achieve the
above plans, there is no assurance that any such activity will generate
funds that will be available for operations.

These conditions raise substantial doubt about the Company's ability to
continue as a going concern.  These financial statements do not include
any adjustments that might arise from this uncertainty.


                                    9
<PAGE>


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



Note 3 - Related party transactions

The Company does not lease or rent any property.  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>

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 $56,170 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 June 30, 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 enough 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.


                                      11

<PAGE>

Going Concern - The Company experienced operating losses for the period
ended June 30, 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, (June 30, 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 June 30, 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 June 30, 2001, the Company has yet to generate any revenues.  During
the Second Quarter ended June 30, 2001 the Company incurred a net loss of
$3,769, compared to $1,196 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 June 30, 2001 the
Company experienced a net loss of $56,170.

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.


                                     12
<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 June 30, 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 no arrangements or commitments for accounts and
accounts receivable financing.  As stated in Financial Footnote #2, without
realization of additional capital, it would be unlikely for the Company
to continue as a going concern.  In order for the Company to remain a Going
Concern it will need to find additional capital to finance its planned
activity.  There can be no assurance that any such financing can be
obtained or, if  obtained, that it will be on reasonable terms.

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.


                                     13

<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.

                                    14

<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 June 30, 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

  3     Articles of Incorporation & By-Laws

               (a) Articles of Incorporation of the Company filed July 1,
               1999 and the Amended Articles of Incorporation filed on
               July 26, 1999.  Incorporated by reference to the exhibits to
               the Company's General Form For Registration Of Securities
               Of Small Business Issuers on Form 10-SB, previously filed
               with the Commission.

               (b) By-Laws of the Company adopted July 28, 1999.
               Incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities Of Small
               Business Issuers on Form 10-SB, previously filed with the
               Commission.

  13    Annual or Quarterly Reports

               (a) Form 10-KSB for the year ended December 31, 2000.
               Incorporated by reference to the Company's Annual
               Report for Small Business Issuers on Form 10-KSB,
               previously filed with the Commission.

               (b) Form 10-QSB for the Quarter ended June 30, 2000 and
               September 30, 2000 and March 31, 2001.  Incorporated by
               reference to the Company's Quarterly Report for Small
               Business Issuers on Form 10-QSB, previously filed with
               the Commission.

  23    Consent of Experts and Counsel

               (a) Consent of Independent Public Accountant


                                     15

<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:  July 20, 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:  July 20, 2001

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



                                       16