UNITED STATES
                        SECURITY AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

(Mark  One)
(X)   ANNUAL  REPORT  PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT  OF 1934
      For  the  year  ended  December  31,  1991

( )   TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE  ACT  OF  1934  (NO  FEE  REQUIRED)
      For  the  transition  period

                         Commission  File  Number  1-5996

                             QUAD METALS CORPORATION
             (Exact name of registrant as specified in its charter)

                 WASHINGTON                                   91-083574
(State  of  Incorporation  or  Organization)           (IRS Employer ID Number)

                         601 WEST MAIN AVENUE, SUITE 714
                    (Address of Principal Executive Offices)

                                 (509) 455-9077
                          (Registrant's Telephone Number)

Securities  Registered  Under  Section  12  (b)  of  the  Act:
                           COMMON STOCK, NO PAR VALUE
                                (Title of Class)

Securities  Registered  Under  Section  12  (g)  of  the  Act:
                                      NONE
                                (Title of Class)

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was  required to file such reports) and (2) has been subject to such
filing  requirements  for  the  past  90  days.
___  YES    X  NO


     Indicate  by  check  mark if disclosure of delinquent filers in response to
Item  405  of Regulation S-K is not contained herein, and will not be contained,
to  the  best  of  registrant's  knowledge,  in  definitive proxy or information
statements  incorporated  by reference in Part III or any amendment to this Form
10-K.  (X)

     The  registrant's  Common Stock held by non-affiliates of the registrant is
currently  not trading.  The aggregate market value June 6, 2001 was nil.  As of
June  6,  2001  there  were  35,474,665  shares of the registrant's common stock
outstanding
<PAGE>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1991

                                TABLE OF CONTENTS

                                                                           PAGE
                                     PART I

Item  1.   Business                                                         3

Item  2.   Properties                                                       3

Item  3.   Legal  Proceedings                                               3

Item  4.   Submission  of  Matters  to  a  Vote  of  Security  Members      3

                                     PART II

Item  5.   Market  for  Registrant's  Common  Equity  and  Related
             Stockholder  Matters                                         4-5

Item  6.   Selected  Financial  Data                                      4-5

Item  7.   Management's  Discussion  and  Analysis  of  Financial
              Condition  and  Results  of  Operations                       5

Item  8.   Financial  Statements                                         6-12

Item  9.   Changes  in  and  Disagreements  with  Accountants               5

                                    PART III

Item  10.  Directors  and  Executive  Officers  of  the  Registrant     13-14

Item  11.  Executive  Compensation                                      14-15

Item  12.  Security Ownership of Certain Beneficial Owners and
           Management                                                   15-16

Item  13.  Certain  Relationships  and  Related  Transactions              17

                                     PART IV

Item  14.  Exhibits, Financial Statement Schedules, and Reports
           on Form 8-K                                                     17

Signature  Page
Exhibit  Index













<PAGE>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1991

                                     PART I

ITEM  1  -  BUSINESS

Quad  Metals  Corporation (hereinafter "the Company") was incorporated under the
laws  of the State of Washington on June 5, 1968 and was organized primarily for
the purpose of exploring for, acquiring and developing mineral properties with a
potential  for  production.

The  registrant's  initial  and  subsequent  efforts   in  the  acquisition  and
exploration  of  potentially viable and commercial properties were unsuccessful.
Consequently,  all  mining  claims were abandoned by December of 1990.  Thus the
Company  conducts  no operations or business, and it has no employees and has no
plans  for  such.


ITEM  2  -  PROPERTIES

     As  of  December  31,  1991,  the  Company  had  no  properties.

ITEM  3  -  LEGAL  PROCEEDINGS

The registrant has no legal actions pending against it and is not a party to any
suits  in  any  court  of  law.


ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matters  were  submitted  to  a  vote  of  security  holders  during  1991.


                                     PART II

ITEM  5  -  MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
              STOCKHOLDER  MATTERS

(a)     Market  Information

The bid prices for the Registrant's common stock for the years 1990 and 1991 are
as  follows:

                                    1990     1991
                                    ----
                              High          Low         High         Low
                            --------     --------     --------     --------
First  Quarter              No Trades    No Trades    No Trades    No Trades
Second  Quarter             No Trades    No Trades    No Trades    No Trades
Third  Quarter               $0.03         $0.03      No Trades    No Trades
Fourth  Quarter              $0.03         $0.02      No Trades    No Trades









<PAGE>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1991

ITEM  5  -  MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
              STOCKHOLDER  MATTERS  (CONTUNUED)

(b)     Approximate  Number  of  Equity  Security  Holders


Title  of  Class                              Number  of  Shareholders of Record
---------------------------                   ----------------------------------
Common stock, no par value                             Approximately  942

(c)  Dividend  Information

       No  dividends  were  paid  by  the  Company  in  1991.

ITEM  6  -  SELECTED  FINANCIAL  DATA

The  following  data  should be read in conjunction with the Company's financial
statements  and  the  notes  thereto:

Selected  Income  Statement  Data:
                                       Year Ended December 31,
                        -------------------------------------------------------
                          1987       1988        1989       1990       1991
                        ---------  ---------  ---------  -----------  ---------
Net Revenues            $ 10,112   $    179   $     -0-  $       -0-  $     -0-
Net income (loss)       $  5,179   $ (5,962)  $ (1,152)  $(1,409,868) $     -0-
Per share               $    Nil   $   (Nil)  $   (Nil)  $      (.04) $     Nil
Cash dividends
  per  share            $     -0-  $     -0-  $     -0-  $       -0-  $     -0-


Selected  Balance  Sheet  Data:
                                     Year Ended December 31,
                      -------------------------------------------------------
                        1987       1988        1989       1990       1991
                      ---------  ---------  ---------  -----------  ---------
Current Assets        $  7,982   $  2,020   $    868   $       -0-  $     -0-
Current Liabilities   $     -0-  $     -0-  $     -0-  $       -0-  $     -0-
Working Capital       $  7,982   $  2,020   $    868   $       -0-  $     -0-
Total Assets          $1,411,982 $1,406,020 $1,409,868 $       -0-  $     -0-
Long-term debt        $     -0-  $     -0-  $     -0-  $       -0-  $     -0-
Stockholders' Equity
  (Deficit)           $(775,842) $(781,804) $(782,956) $(2,192,824) $(2,192,824)


ITEM  7  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
     AND  RESULTS  OF  OPERATIONS

The Company had no operating activities during 1991 (no income or expenses), and
as  of  December  31,1991,  there  were  no  assets  or  liabilities.

ITEM  8  -  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

The  company's  financial  statements  appear  following Part II of this report.

ITEM  9  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS

None.
<PAGE>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1991












                             QUAD METALS CORPORATION

                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                           December 31, 1991 and 1990





                             QUAD METALS CORPORATION
                           DECEMBER 31, 1991 AND 1990

                                TABLE OF CONTENTS


     FINANCIAL  STATEMENTS  (UNAUDITED)

          Statement  of  Financial  Position  for  the  Years  Ended
                       December  31,  1991  and  1990                        2

     Statements  of  Operations  for  the  Years  Ended
            December  31,  1991  and  1990                                   3

          Statement  of  Changes  in  Stockholders'  Equity  for  the
                       Years  Ended  December  31,  1991  and  1990          4

     Statements  of  Cash  Flows  for  the  Years  Ended
            December  31,  1991  and  1990                                   5

     NOTES  TO  THE  FINANCIAL  STATEMENTS                                   6















<PAGE>

                             QUAD METALS CORPORATION
                         STATEMENT OF FINANCIAL POSITION
                           DECEMBER 31, 1991 AND 1990
                                   (UNAUDITED)



                                                   1991           1990
                                              --------------  --------------
ASSETS

     CURRENT ASSETS                           $          -0-  $          -0-
                                              --------------  --------------
TOTAL  ASSETS                                 $          -0-  $          -0-
                                              ==============  ==============


STOCKHOLDERS'  EQUITY

     STOCKHOLDERS'  DEFICIT
       Common stock, no par value;
       40,000,000 shares authorized,
       35, 474, 665 shares issued and
       outstanding                            $   2,192,824   $   2,192,824
              Accumulated deficit                (2,192,824)     (2,192,824)
                                              --------------  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $          -0-  $          -0-
                                              ==============  ==============






























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


<PAGE>
                             QUAD METALS CORPORATION
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1991 AND 1990
                                   (UNAUDITED)



                                                   1991           1990
                                              --------------  --------------

REVENUES                                      $          -0-  $          -0-
                                              --------------  --------------

OPERATING  EXPENSES
    Loss on abandoned mining claims                               1,409,000
    Licenses and fees                                    -0-            867
                                              --------------  --------------
    Total Expenses                                       -0-            -0-

OPERATING INCOME (LOSS)                                  -0-            -0-
                                              --------------  --------------

                                                         -0-     (1,409,867)
                                              --------------  --------------


OTHER  LOSS
     Unrealized loss on marketable securities            -0-              1
                                              --------------  --------------

Total  Other  Income  (Expense)                          -0-              1
                                              --------------  --------------

NET INCOME (LOSS)                             $          -0-  $  (1,409,868)
                                              ==============  ==============

NET LOSS PER COMMON SHARE                     $         -0-   $         (.04)
                                              ==============  ==============





















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


<PAGE>
                             QUAD METALS CORPORATION
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  FOR THE YEARS ENDED DECEMBER 31, 1991 AND 1990
                                   (UNAUDITED)
   The accompanying notes are an integral part of these financial statements.
                                       -4-
               Page  10  of  18

                               Common Stock
                         --------------------------
                         Number                      Accumulated
                         of Shares     Amount        Deficit       Total
                         ------------  ------------  ------------  ------------
Balance,
December 31, 1989          35,474,665  $ 2,192,824   $  (782,956)  $ 1,409,868

Net  loss                                             (1,409,868)   (1,409,868)
                         ------------  ------------  ------------  ------------
Balance,
December 31, 1990          35,474,665    2,192,824    (2,192,824)           -0-

Net loss                                                      -0-           -0-
                         ------------  ------------  ------------  ------------
Balance,
December 31, 1991          35,474,665  $ 2,192,824   $(2,192,824)  $        -0-
                         ============  ============  ============  ============


































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

<PAGE>
                             QUAD METALS CORPORATION
                             STATEMENT OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1991 AND 1990
                                   (UNAUDITED)


                                                   1991           1990
                                              --------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net  income  (loss)                         $          -0-  $  (1,409,868)
  Adjustments to reconcile net loss to
    net cash provided by operating
    activities:
     Loss on abandoned mining claims                     -0-      1,409,000
     Unrealized loss on marketable
       Securities                                        -0-              1
                                              --------------  --------------
Net cash used by operating activities                    -0-           (867)
                                              --------------  --------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:                -0-             -0-
                                              --------------  --------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:                -0-             -0-
                                              --------------  --------------

Net  decrease  in  cash                                  -0-           (867)

Cash,  beginning  of  year                               -0-           (867)
                                              --------------  --------------

Cash,  end  of  year                          $          -0-  $          -0-
                                              ==============  ==============


























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

<PAGE>
                             QUAD METALS CORPORATION
                          NOTES TO FINANICAL STATEMENTS
                                   (UNAUDITED)
                           DECEMBER 31, 1991 AND 1990


NOTE  1  -  ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

The  Company was incorporated in the State of Washington on June 5, 1968 for the
primary  purpose  of  acquiring mining claims and exploring for precious mineral
deposits.  As  of  December  31,  1990, the Company abandoned all mining claims.

Revenues  and  expenses  are  recognized under the accrual method of accounting.

Costs  incurred in the acquisition, exploration and development of mining claims
and  permits  are  capitalized.  These  costs  would  be  amortized  on  the
units-of-production  basis  upon  the production of commercial mineral deposits.
Costs  incurred for abandoned or unrenewed mining claims and permits are charged
to  operating  expenses  at  the  time  of  abandonment  or  non-renewal.

Earnings  (loss)  per share are calculated using the weighted average method for
outstanding  shares.

The  preparation  of  the  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  amounts reported in the financial statements and
accompanying  notes.  Actual  results  could  differ  from  those  estimates.


NOTE  2  -  INCOME  TAXES

There is a net operating loss carryover of $1,533,223 to the year ended December
31,  1992.  $30,904  in net operating loss carryovers will expire in 1992 if not
utilized.  The  Company  has  not  recorded  a deferred tax asset for the future
potential  benefit  of  the  net  operating loss carryovers because it is highly
unlikely  that  they  will  be  utilized  prior  to  their  expiration.


























<PAGE>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1991


                                    PART III

ITEM  10  -  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

(a)  Identification  of  Directors.

Name of Director              Age   History
---------------------------   ---   -------------------------------------------

Dr.  Tibor Klobusicky          80   Dr. Klobusicky has been President and
                                    Chief  Executive  Officer  as  well  as a
E.  3612  16th  Avenue              director  since  October  1984.
Spokane,  WA  99203

Stanley  Harrison              65   Mr. Harrison has been a director and Vice
                                    President  of  the  Registrant
E.  10900  Wolf Lodge Bay Road      since  October  1984.
Coeur  d'  Alene,  ID  83814

William E. Cullen              78   Mr. Cullen has been a member of the Board
                                    of  Directors  since  1977.
513  W.  Parkade  Plaza
Spokane,  WA  99201

The  bylaws  of the Company provide that each Director serve for a period of one
year  or  until  his  successor  is  elected  and  qualified.

There  are  no arrangements or understanding between any of the Directors or any
other  persons pursuant to which any Director is to be selected as a Director or
nominee.

(b)  Identification  of  Executive  Officers.
     ----------------------------------------

Name of Executive Officers          Age          Title
----------------------------------  ---  --------------------------------------

Dr.  Tibor Klobusicky                80  President and Chief Executive Officer

Stanley  Harrison                    65  Vice  President

William  E.  Cullen                  78  Secretary-Treasurer  and  Principal
                                         Financial  and  Accounting  Officer

Each Officer serves in the position indicated after his name for a period of one
year  or  until  his  successor  is  elected  and  qualified.











<PAGE>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1991

ITEM  10  -  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE REGISTRANT (CONTINUED)

(c)  Identification  of  Certain  Significant  Employees.

The  Registrant  has  no  significant  employees.

(d)  Family  Relationships.

None  of  the Officers or Directors is related by blood, marriage or adoption to
any  other  of  the  Officers  or  Directors.

(e)  Business  Experience.

Dr.  Klobusicky  is  a  mining engineer with many years experience in the mining
industry  in the Pacific Northwest and elsewhere.  Dr. Klobusicky is the general
manage  or Thunder Mountain Gold, Inc., which he organized, and which holds gold
claims  in  the  central  part  of  the  State  of  Idaho.

Stanley  Harrison  has  many years experience in mining exploration, development
and  production  in  the  Coeur d' Alene Silver Belt of Northern Idaho.  He owns
interests  in  several  of the smaller mining companies in that and other areas.

William  E.  Cullen  is a practicing attorney with wide and varied experience in
mining  and  corporation  law.  He  owns  interests  in and has represented many
mining  corporations  in  the  Pacific  Northwest.

(f)  Involvement  in  Certain  Legal  Proceedings.

None  of  the  Officers and Directors of the Registrant has been involved in any
bankruptcy,  insolvency or receivership proceedings as an individual or a member
of  any  partnership  or  corporation;  none  has  been  convicted in a criminal
proceeding.

ITEM  11  -  EXECUTIVE  COMPENSATION

(a)  (1)  Cash  Compensation:

None  of the Officers and Directors received any compensation for acting as such
in  1991.

(a)  (2)  Bonuses  and  Deferred  Compensation:

There  are  no  bonuses  or  deferred  compensation.

(b)  (1)  Compensation  Pursuant  to  Plans:

There  are no compensation plans.  There are no pension plans, stock options, or
stock  appreciation  rights,  and  none  is  proposed  for  the  future.










<PAGE>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1991


ITEM  11  -  EXECUTIVE  COMPENSATION  (CONTINUED)

(c)  Other  Compensation:

None

(d)  Compensation  of  Directors:
     ----------------------------

(1)  Standard  Arrangements.

      There  are  no  standard  arrangements  for  compensating  Directors.

(2)  Other  Arrangements.

     There  are  no  other  arrangements  for  compensating  Directors.

(e)  Termination  of  Employment  and  Change  of  Control  Arrangements.

There are no compensatory plans or arrangements for compensation in the event of
termination  of  employment,  resignation,  retirement  etc.

ITEM  12  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
MANAGEMENT

(a)  Security  ownership  of  certain  beneficial  owners.

Title                                          Amount & Nature of    Percent
of Class      Name of Beneficial Owner         Beneficial Ownership  of Class
------------  -------------------------------  --------------------  ---------
Common Stock  Family of Dr. Tibor Klobusicky   9,750,000 shares of
                                               record and owned
                                               beneficially            27.48%

Common Stock  Klobusicky Family Trust          2,000,000 shares of
              E. 3612 16th Ave.                record and owned
              Spokane, WA  99203               beneficially            5.63 %

Common Stock  Klobusicky Family Partnership    1,000,000 shares of
              Spokane, WA  99203               record and owned
                                                beneficially            2.82%

Common Stock  Elizabeth Klobusicky Mailender   2,250,000 shares of
              Haupstrasse 58                   record and owned
              7401 Remmingsheim                beneficially             6.34%
              West Germany











<PAGE>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1991


ITEM  12  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
MANAGEMENT  (CONTINUED)

(a)  Security  ownership  of  certain  beneficial  owners.

Title                                          Amount & Nature of    Percent
of Class      Name of Beneficial Owner         Beneficial Ownership  of Class
------------  -------------------------------  --------------------  ---------
Common Stock  Iris  Momber                     2,250,000 shares of
              E. 3612 16th Avenue              record  and  owned
              Spokane, WA  99203               beneficially            6.34%

Common Stock  Nadine  Young                    2,250,000 shares of
              3804 Indigo                      record  and  owned
              Plano, Texas  75075              beneficially            6.34%

Common Stock  Stanley  Harrison                10,000,000 shares of
              E. 10900 Wolf Lodge Bay Road     record and owned
              Coeur d' Alene, ID 83814         beneficially           28.19%


(b)  Security  ownership  of  management.

Title                                          Amount & Nature of    Percent
of Class      Name of Beneficial Owner         Beneficial Ownership  of Class
------------  -------------------------------  --------------------  ---------
Common Stock     Tibor Klobusicky*             15,750,000              44.40%

Common Stock     Stanley  Harrison             10,000,000 shares of
                                               record and owned
                                               beneficially            28.19%

Common Stock     William  E.  Cullen           51,000 shares  of
                                               record  and  owned
                                               beneficially             1.44%

Total  of  all  Officers and Directors         25,801,000 shares of
                                               record and owned
                                               beneficially            74.03%

*  Includes 3,000,000  shares of held of record and owned beneficially by Tibor
Klobusicky and 12,750,000 as to which Tibor Klobusicky claims beneficial
ownership through the shares held of record by the Family of Dr. Tibor
Klobusicky, The Klobusicky Family Trust, and the Klobusicky Family Partnership
as set forth in Item 12(a) above.












<PAGE>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1991

ITEM  13  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

(a)  Transactions  with  Management  and  Others.
     --------------------------------------------

There have been no transactions or series of transactions since the beginning of
the  Registrant's  last  fiscal  year,  nor  are  there  any  currently proposed
transactions  or  series  of similar transactions to which the Registrant or any
Director or Executive Officer of the Registrant, any security holder who is know
to  the Registrant to own of record or beneficially more than 5% of any class of
the registrant's voting securities, or any member of the immediate family of any
of  the  foregoing  persons  involving  any  amount.  (There are no nominees for
election  as  Director  of  the  Registrant).

(b)  Certain  Business  Relationships.
     ---------------------------------

There  have  been no relationships during the last fiscal year of the Registrant
between  the  Registrant, or affiliates as described in Item 404(b) (1-6) of the
Regulation  S-K.

(c)  Indebtedness  of  Management.

No  Director  or  Executive  Officer  of  the  Registrant, nor any member of the
immediate  family  of  any such, nor any corporation, nor any trust or estate or
any  other  entity  is  indebted  in  any  amount  to  the  Registrant.

(d)  Transactions  with  Promoters.

Not  applicable.

                                     PART IV

ITEM  14  -  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS  ON
FORM  8-K

(a)     Financial  Statements.

Included  in  Part  II  of  the  report.


(b)  Exhibits

         No  additional  exhibits  are  filed  as  a  part  of  this  report.

(c)  Reports  on  Form  8-K

         No  reports  on  Form  8-K were filed by the Registrant during the last
quarter  of  1991.









<PAGE>
                             QUAD METALS CORPORATION
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 1991


                                   SIGNATURES



Pursuant to the requirements of Section 13 of the Securities and Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized.


                             Quad Metals Corporation
                             -----------------------
                                  (Registrant)


/S/  Robert W. O'Brien           June  11,  2001
-------------------------        ---------------
Robert  W.  O'Brien              Date
President  and  Director




Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the  capacities  and  as  of  the  date  indicated.


/S/  Robert W. O'Brien           June  11,  2001
-------------------------        ---------------
Robert  W.  O'Brien              Date
President  and  Director