SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                   FORM 10-QSB


                       Pursuant to Section 13 or 15(d) of
                           the Securities Act of 1934

             For the Quarter Ended             Commission File
               November 30, 1998                Number 0-19796



                        AIRTECH INTERNATIONAL GROUP, INC.
               (Exact name of registrant as specified in charter)



                   Wyoming                        98-0120805

                (State or other                  (IRS Employer
                 jurisdiction of               Identification No.)
                  incorporation)


                           15400 Knoll Trail, Ste 106
                               Dallas, Texas 75248
                    (address of Principal Executive Offices)

                                  972-960-9400
               (Registrant's telephone number including area code)


     Check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the exchange  Act 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 __________


     The  Registrant has 9,579,923  shares of common stock,  par value $0.01 per
share issued and outstanding as of November 30, 1998.

     Traditional Small Business Disclosure Format

                          Yes _____X_____ No __________




<PAGE>
                   Interactive Technologies Corporation, Inc.

                                Table of Contents


   PART I - FINANCIAL INFORMATION                                     Page No.


   Item 1.     Airtech International Group, Inc.                       1 - 9
                   Financial Statements (Unaudited)
               Balance Sheet as of  November 30, 1998
               Statement of Operations for the six
                    months ended November 30, 1998 and 1997
               Statement of Operations for the three
                    months ended November 30, 1998 and 1997
               Statement of Cash Flows for the six months
                    ended November 30, 1998 and  1997
               Notes to Financial Statements


   Item 2.   Management's Discussion and Analysis                         10


   PART II - OTHER INFORMATION


   Item 1.   Legal Proceedings                                        None

   Item 2.   Changes in Securities                                    None

   Item 3.   Defaults upon Senior Securities                          None

   Item 4.   Submission of Matters to a Vote of Security Holders      None

   Item 5.   Other Information                                        None

   Item 6.   Exhibits and Reports on Form 8-K                         None


   SIGNATURE PAGE                                                         12











<PAGE>

Part 1-Financial Information
       Item 1   Financial Statements



                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                NOVEMBER 30, 1998
                                    UNAUDITED

                                     Assets


Current assets:

    Cash                                                            $  127,400
    Accounts and note receivable, trade,
      net of $10,080 of allowance for
      uncollectible amounts                                            163,131
    Inventories                                                        323,489
    Prepaid expenses and other assets                                   61,996
                                                                    -----------


           Total current assets                                        676,016
                                                                    -----------

Property and equipment, at cost, net of
  $250,338 of accumulated
  depreciation                                                         170,252
                                                                    -----------

Other assets:

    Organizational costs, net of $3,334
      and $2,534, respectively of
      accumulated amortization                                           4,047
     Net assets of discontinued operations,
      Held for resale                                                3,463,762
    Intellectual properties, net of $305,281
      of accumulated amortization                                   21,996,603
    Notes receivable, net of $0 of allowance
      for uncollectible amounts                                        899,833
    Other                                                              531,772
    Goodwill                                                         6,487,072
                                                                 --------------

                                                                    33,383,089
                                                                 --------------
                      Total Assets                               $  34,229,357
                                                                 ==============






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

                                        1


<PAGE>
                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                NOVEMBER 30, 1998
                                    UNAUDITED

                      Liabilities and Stockholders' Equity


Current liabilities:
    Accounts payable, trade                                       $   403,318
    Accrued expenses                                                  170,812
    Notes payable                                                      66,748
    Advances from officers                                             48,900
    Current portion of license rights
       payable                                                        210,077
                                                                  ------------

      Total current liabilities                                       899,855
                                                                  ------------

Long-term liabilities:
    License rights payable                                            329,923
    Notes payable                                                     277,185
    Deferred revenue                                                  400,000
    Deferred income tax payable                                     6,487,072
                                                                  ------------

                                                                    7,494,180
                                                                  ------------


Commitments and contingencies:                                              -

Stockholders' equity:
    Preferred stock Series M, $.001
      par value, 5,000,000 shares
      authorized, 1,143,000, shares
      issued and outstanding                                            1,143
    Common stock, $.01 par value
      50,000,000 shares authorized,
      9,579,923 shares issued
      and outstanding                                                 531,869
    Paid in capital in excess of par                               36,691,618
    Accumulated deficit                                           (11,389,309)
                                                                  ------------
     
                                                                   25,835,322
                                                                  ------------
                                                                 $ 34,229,357
                                                                  ============


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

                                        2


<PAGE>
                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                   SIX MONTHS ENDED NOVEMBER 31, 1998 AND 1997
                                    UNAUDITED



                                                      1998             1997



Revenue                                           $   640,601      $    (3,328)

Cost of Goods Sold                                    346,230               -
                                                  ------------     ------------

     Gross income from operations                     294,371           (3,328)
                                                  ------------     ------------

Operating expenses:

   Depreciation                                        32,079            5,414
   Amortization                                       305,281          227,202
   Advertising                                         21,234
   General and administrative                         691,947          131,626
   Interest expense                                   170,817           12,264
                                                   -----------     ------------

                                                      527,652          376,506
                                                   -----------     ------------

Loss from operations                              (   926,987)    (   379,834)


Estimated income taxes                                     -                -
                                                   -----------     ------------


Net loss                                         $(   926,987)   $(   379,834)
                                                  ============    ============






Net loss per share:

   Basic                                         $(      .09)    $(       .02)
   Diluted                                       $(      .09)    $(       .02)






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

                                        3
<PAGE>
                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                  THREE MONTHS ENDED NOVEMBER 30, 1998 AND 1997
                                    UNAUDITED



                                                      1998            1997



Revenue                                           $   168,236      $   (6,398)

Cost of Goods Sold                                     84,354               -  
                                                  ------------     ------------

     Gross income from operations                      83,882          (6,398)
                                                  ------------     ------------

Operating expenses:

   Depreciation                                        16,898               0
   Amortization                                       150,509               0
   Production costs                                         -
   General and administrative                         235,220          26,010
   Interest expense                                   122,479               0  
                                                  ------------     ------------


                                                      693,706          26,010
                                                  ------------     ------------

Loss from operations                              (   609,824)    (    32,408)


Estimated income taxes                                      0               0
                                                  ------------     ------------


Net loss                                         $(   609,824)   $(    32,408)
                                                  ============    =============





Net loss per share:

   Basic                                         $(      .06)    $(       .00)
   Diluted                                       $(      .06)    $(       .00)






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

                                        4
<PAGE>
                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

NOTE 1 - NATURE OF OPERATIONS

Organization

     Airtech  International  Group,  Inc. (the Company) was  incorporated in the
state of Wyoming on August 8, 1991 as Interactive Technologies Corporation, Inc.
On May 31, 1998, the Company acquired all of the outstanding common stock shares
of  Airtech  International   Corporation,   Inc.  ("AIC"),   which  through  its
subsidiaries  manufacture  and sell  various  air  filtration  and  purification
products.  The total  purchase  price of  $22,937,760  was  funded  through  the
issuance of 10,500,000 of its common stock shares valued at $.625 per share, the
issuance of 11,858,016 of its Series A convertible preferred stock shares valued
at $.625 per share and the issuance of $9,000,000 of convertible debentures.

     The  transaction was accounted for using the purchase method of accounting.
Accordingly,  the purchase  price of the net assets  acquired has been allocated
among the net assets based on their relative fair values with $22,297,684 of the
purchase  price  allocated to  intellectual  properties  based on an independent
asset appraisal.

     On July 31, 1998 the Board of Directors of the Company exercised its option
and converted the convertible debentures and Series A preferred stock by issuing
24,929,445  shares of its  unissued  common  stock.  On  October  5,  1998,  the
Company's  shareholders approved a 5 for 1 reverse split of the Company's common
stock.

Consolidated principles

     The  accompanying  consolidated  financial  statements  include the general
accounts of the Company, SNT and AIC and its subsidiaries for the six months and
three months ended  November 30, 1998.  All material  intercompany  accounts and
balances have been eliminated in the consolidation.

Impairment of long-lived assets

     Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to Be Disposed Of." This Statement
establishes  accounting  standards  for the  impairment  of  long-lived  assets,
certain identifiable intangibles and goodwill related to those assets to be held
and used,  and  long-lived  assets and certain  identifiable  intangibles  to be
disposed of. The Company periodically  evaluates,  using independent  appraisals
and projected  undiscounted  cash flows,  the carrying  value of its  long-lived
assets and certain identifiable  intangibles to be held and used whenever events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be recoverable. In addition,  long-lived assets and identifiable intangibles
to be disposed of are reported at the lower of carrying value or fair value less
cost to sell.

Amortization

     Organizational  costs are being  amortized using the  straight-line  method
over five years.

     License rights are being  amortized over the initial  five-year term of the
licenses.  Although they are renewable at no additional consideration,  there is
no guarantee the Company will renew these licenses. At fiscal year ended May 31,
1998 these assets were reclassified as assets of discontinued  operations,  held
for  resale.   For  the  six  months  ended  November  30,  1998  no  additional
amortization was booked.



                                       5
<PAGE>
                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

NOTE 1 - NATURE OF OPERATIONS (continued)

Inventories

     Inventories  are  carried  at the  lower  of cost or net  realizable  value
(market) and include  component parts used in the assembly of the Company's line
of air purification  units and filters and finished goods comprised of completed
products.  The costs of inventories  are based upon specific  identification  of
direct costs and allocable  costs of direct labor,  packaging and other indirect
costs.

Property and equipment

     Property and  equipment are stated at cost less  accumulated  depreciation.
Depreciation  of property and equipment is currently  being provided by straight
line  and  accelerated   methods  for  financial  and  tax  reporting  purposes,
respectively, over estimated useful lives of five years.

Capitalized software expenditures

     Software  and  trademark  costs are  amortized,  pursuant to  Statement  of
Financial  Accounting Standards No. 86, at an annual amount equal to the greater
of the amount  computed  using (a) the ratio that current gross revenues bear to
the  total  of  current  and  anticipated  future  gross  revenues  or  (b)  the
straight-line  method over a seven year estimated  economic life beginning April
18,  1996.  At May  31,  1998  these  assets  were  reclassified  as  assets  of
discontinued  operations,  held for resale.  No amortization  was booked for the
three months ended November 30, 1998.

Intellectual properties

     In its  acquisition  of AIC  the  Company  purchased  certain  intellectual
properties.  Costs incurred by the Company in developing its products consisting
primarily of design,  testing and  completion of working  prototypes,  which are
considered patentable,  are capitalized and will be amortized over the estimated
useful life of the related  patents  once a unit has been placed in  production.
Accordingly,  the Company amortized  intellectual  properties by $301,018 during
the six months ended November 30, 1998 for units placed in production.

Revenue recognition

     Sales are recorded at point and time of shipment

Advertising

     The  Company's  advertising  costs,  which consist of radio airtime for the
Rebate TV operations, are charged to expense when incurred.

Management estimates

     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  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash flow

     For purposes of the statement of cash flows,  cash includes demand deposits
and time  deposits  with  maturities  of less  than  three  months.  None of the
Company's cash is restricted.


                                       6
<PAGE>
                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

NOTE 1 - NATURE OF OPERATIONS (continued)

Basis of financial presentation

Basic and  diluted  earnings  per share  amounts are based upon  10,325,000  and
18,992,000,  respectively,  for six months  ended  November  30,  1998 and 1997,
weighted   average   shares  of  common  stock  and  common  stock   equivalents
outstanding.  No effect has been given to the assumed  exercise of stock options
and warrants as the effect would be antidilutive.

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared by Airtech  International  Group, Inc. (the "Company")  pursuant to the
rules  and  regulations  of the  Securities  and  Exchange  Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted pursuant to such rules and regulations. Although management
believes that the disclosures are adequate to make the information presented not
misleading, it is suggested that these interim consolidated financial statements
be read in  conjunction  with the  Company's  most recent  audited  consolidated
financial  statements  and notes  thereto.  In the  opinion of  management,  all
adjustments  (which include only normal recurring  adjustments)  necessary for a
fair  presentation of the financial  position,  results of operations,  and cash
flows for the interim periods  presented have been made.  Operating  results for
the interim periods presented are not necessarily indicative of the results that
may be expected for the year ending May 31, 1999.

Stock Based Compensation

The Company measures  compensation cost for its stock based  compensation  plans
under the provisions of Accounting  Principles  Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees." The difference,  if any, between the
fair  value of the stock on the date of grant  over the  exercise  price for the
stock is accrued over the related vesting period. SFAS No. 123,  "Accounting for
Stock-Based  Compensation," ("SFAS 123") requires companies electing to continue
to use APB 25 to account for its stock-based compensation plan to make pro forma
disclosures of net income and earnings per share as if SFAS 123 had been applied
(see Note J).

Earnings Per Share

Effective  December 15, 1997, the Financial  Accounting  Standards  Board issued
Statement  No.  128,  "Earnings  per  Share."  Statement  No. 128  replaced  the
previously  reported primary and fully diluted earnings per share with basic and
diluted earnings per share. Under the new requirements for calculating  earnings
per share,  the dilutive effect of stock options and other dilutive  instruments
will be excluded from basic  earnings per share but included in the  computation
of diluted earnings per share. All earnings per share amounts have been restated
so as to comply with Statement No. 128.

Accounting Estimates

In preparing  consolidated  financial  statements in conformity  with  generally
accepted accounting  principles,  management must make estimates based on future
events  that  affect  the  reported  amounts  of  assets  and  liabilities,  the
disclosure  of  contingent  assets  and  liabilities  as  of  the  date  of  the
consolidated  financial  statements,   and  revenues  and  expenses  during  the
reporting  period.  Actual results could vary from the estimates that were used.
In  particular,  management  continually  reviews  the  allowance  for  doubtful
accounts.  In considering the total allowance for doubtful accounts,  management
considers the payment history,  underlying  collateral value, and ability of the
optical practices to support the required payments to the Company.

Reclassifications

Certain  prior year amounts have been  reclassified  to conform with the current
year presentation.
                                       7
<PAGE>
                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED

NOTE 1 - NATURE OF OPERATIONS (continued)

Adoption of New Accounting Standards

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No.
130,  Reporting   Comprehensive  Income,  in  the  first  quarter  of  1998.  If
applicable,   the  Company  will  present  a  new   Consolidated   Statement  of
Comprehensive   Income   which  will  report  all   changes  in  the   Company's
stockholders'  equity other than transactions with  stockholders.  Comprehensive
income  pursuant to SFAS No. 130 would  include the Company's  consolidated  net
income,  as reported in the Consolidated  Statement of Operations,  plus the net
changes in the marketable  securities,  foreign currency translation and pension
liabilities components of stockholders' equity. Management does not believe this
statement will have an impact on its consolidated financial statements.

The Company will adopt SFAS No. 131, Disclosures about Segments of an Enterprise
and Related  Information,  for the purposes of its annual  financial  statements
effective for the year ending December 31, 1998. SFAS No. 131 will supersede the
business segment disclosure  requirements currently in effect under SFAS No. 14.
SFAS  No.  131,  among  other  things,   establishes   standards  regarding  the
information a company is required to disclose about its operating segments. SFAS
No. 131 also provides guidance regarding what constitutes a reportable operating
segment.  The Company is currently  evaluating the required segment  disclosures
pursuant to SFAS No. 131.

The Company will adopt the disclosure  requirements of SFAS No. 132,  Employer's
Disclosures  about Pensions and Other  Post-retirement  Benefits,  in the fourth
quarter of 1998. SFAS No. 132 revises  disclosure  requirements for such pension
and  post-retirement  benefit plans to, among other things,  standardize certain
disclosures  and eliminate  certain other  disclosures  no longer deemed useful.
SFAS No. 132 does not change the  measurement or  recognition  criteria for such
plans.  Management  does not believe this  statement  will have an impact on its
consolidated financial statements.

NOTE 2 - PREFERRED STOCK

Convertible preferred stock - Series A

     In connection  with the Company's  acquisition of AIC (Note 1), the Company
established this equity class and authorized  15,000,000 shares. The shares have
a par value of $1.00,  do not pay dividends and are convertible at the Company's
option  at any  time  within  24  months  after  issuance  for one  share of the
Company's common stock.

Convertible preferred stock - Series M

     During the year ended May 31,  1998,  the Company  established  this equity
class and authorized 5,000,000 shares.  During the period ended August 31, 1998,
112,500 of these  shares were issued for $1.00 cash,  or $112,500  net of costs.
The shares have a par value of $.001,  do not pay dividends and are  convertible
at the  Company's  option at any time within 36 months  after  issuance  for one
share of the Company's common stock. In addition,  attached to each share is one
warrant  to  purchase  one share of  common  stock at a price of $2.00 per share
exercisable within two years after issuance.  This offering was ended as of July
31, 1998.









                                       8
<PAGE>

                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS

                                    UNAUDITED


NOTE 3 - YEAR 2000

The Company  believes all of its current  computer  systems and applications are
Year 2000 compliant.  In 1998, the Company plans to add  point-of-sale  software
throughout  its managed and owned  stores,  and this  software will be Year 2000
compliant.   The  Company  is  currently   investigating  for  compliance  other
significant  systems upon which it relies.  Management does not believe that its
cost of complying for the significant  systems will be material to the financial
condition of the Company.













































                                       9
<PAGE>
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

     The  Company's  operations  for the six months  ended  November  30,  1998,
resulted in a net loss of $926,987,  or $.09 basic loss per share, compared to a
net loss of  $379,834,  or $.02 basic  earnings  per share,  for the  comparable
period in 1997.

     The  Company,   entirely  through  its  wholly-owned  subsidiary,   Airtech
International Corporation, Inc. ("AIC") had sales of $640,601 for the six months
ended November 30, 1998 primarily composed of approximately $200,000 of sales of
air purification  equipment and  approximately  $400,000 of HVAC contracting and
installation  and  replacement  of air  filters,  compared  to Company  sales of
$(3,328) for the  comparable  six months of 1997,  an increase of $643,929.  The
Company also sold three new franchises in 1998.

     Airtech  sales  of  air  purification   equipment  reflect  initial  market
penetration  and  acceptance  of newly  introduced  units.  The  Company has had
success  selling  equipment  into  businesses  with  existing or pending bans on
smoking,  such as hotels and  restaurants.  The Company  continues to expect its
Model 950 being  developed as a Class II Medical Device for Medicare  recipients
will be approved and ready for sale into that market during  calendar year 1999.
Production of the Series 999 automobile unit for pre-sales  customer  testing is
expected in the fall of 1998 with orders  beginning  before  calendar  year end.
Since its inception and during the research and development  phase,  the Company
shipped air purification units to more than one-hundred customers. The Company's
products  continue  to  have a high  rate of  acceptance  among  the  commercial
accounts to which the Company markets and while beta testing its new models.

     Cost of Goods Sold was  $346,230  compared to $0, for the six months  ended
November 30, 1998 and 1997, respectively. Representing 54% of sales during 1998,
Management  believes  cost of goods sold as a percent of sales will  decrease to
approximately 40% in the future as sales of air purification equipment comprises
a larger percent of the Company's sales.

     Operating  expenses  increased  $844,852,  or 224% for the six months ended
November  30,  1998  compared  to the same  quarter  in 1997.  The  increase  is
attributable to an  approximately  $80,000  increase in  amortization  primarily
related to amortization  of intellectual  property;  an  approximately  $160,000
increase  in interest  expense  payable to holders of  debentures  issued in the
Airtech merger and approximately $595,000 increase in general and administrative
expenses.  The increase in G&A was  attributable to the increased size of wages,
advertising and consulting expenses incurred by the AIC subsidiary.

      The results of  operations  for the three months  ended  November 30, 1998
compared  to  November  30,  1997  are  largely  comparable  to the  results  of
operations  for the six months  ended  November  30,  except in  relation to the
Company's   subsidiary,   McCleskey  Sales  and  Service  ("MSS")  and  also  as
corrections  of certain  amounts from the period  ending  August 31, 1998. As of
November 30, 1998, the Company was considering  various business plans on moving
forward with MSS or modifying the  subsidiary  as part of the Company's  overall
business plan. As a result, and due to historical losses at the subsidiary,  the
Company terminated the positions of the president and staff of MSS with plans to
replace these individuals as part of the reevaluation.

Liquidity and Capital Resources

     During the six months ended  November 30,  1998,  the Company  continued to
fund operations through revenues, private sales of securities and paying certain
debts and business  services in Company  common stock.  As of November 30, 1998,
the Company had  invested  $486,620 in accounts  receivable  and  inventory,  an
increase of $444,675 over November 30, 1997.  Likewise,  trade accounts  payable
increased $303,910 between the two periods.

     In June,  the Company sold 530,000 shares of its common stock for $106,000.
Another  750,000  and 50,000  shares were issued for  business  services  and in
settlement  of debts,  respectively.  The Company  plans to offer  $5,000,000 in
convertible debentures in early 1999. On November 4, 1998, the Company signed an
investment banking relationship with Lloyd Wade Securities of Dallas, Texas.

                                       10
<PAGE>

     "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES  LITIGATION REFORM ACT
OF 1995 Statements  contained in this document which are not historical fact are
forward-looking statements based upon management's current expectations that are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially  from those set forth in or implied  by  forward-looking  statements.
These risks are described in the Company's Form 10-KSB for the fiscal year ended
May 31, 1998 filed with the Securities and Exchange Commission.



















                                       11
<PAGE>

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing and has duly caused this  registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Dallas, State of Texas, on December 2, 1998.




                              AIRTECH INTERNATIONAL GROUP, INC.


                              by: /s/ CJ Comu
                                  --------------------------------
                                  CJ Comu, Chief Executive Officer









































                                       12
<PAGE>