<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-QSB

(X)  Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the quarterly period ended September 30, 2001.

Commission File Number: 0-27857

                               EYE DYNAMICS, INC.
        (Exact name of small business issuer as specified in its charter)

          Nevada                                        88-0249812
(State or other jurisdiction               (I.R.S. Employer Identification No.)
 of incorporation or organization)

2301 W. 205th Street, #106,                          Torrance, CA 90501
(Address of principal executive offices)            (City, state and ZIP)

Issuer's telephone number 310-328-0477

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 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 number of shares outstanding of the issuer's common stock as of September
30, 2001 was 12,275,313.

Transitional Small Business Disclosure Format (check one) ( ) Yes (X) No.

<PAGE>

PART 1   FINANCIAL INFORMATION

ITEM 1.  Financial Statements

<PAGE>

                        EYE DYNAMICS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2001


                                     ASSETS
Current Assets
  Cash                                                              $    20,546
  Accounts Receivable                                                   109,759
  Employee Advances and Receivable                                       60,581
  Inventory                                                              91,534
  Unamortized Expenses                                                   48,946
                                                                    ------------
    Total Current Assets                                                331,366

Property and Equipment, net of
  Accumulated depreciation of $12,236                                     2,527

Other Assets                                                              6,842
                                                                    ------------

TOTAL ASSETS                                                        $   340,735
                                                                    ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
  Accounts Payable & Accrued Expenses                               $    79,376
  Accrued Interest                                                      298,544
  Line of Credit                                                         52,190
  Notes Payable, current portion                                        442,249
                                                                    ------------
    Total Current Liabilities                                           872,359
                                                                    ------------

Stockholders' Deficit
  Common Stock, $0.001 par value;
    50,000,000 shares authorized;
    12,275,313 shares issued and outstanding                             12,275
  Paid-in Capital                                                     3,154,911
  Accumulated Deficit                                                (3,698,810)
                                                                    ------------
    Total Stockholders' Deficit                                        (531,624)
                                                                    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   340,735
                                                                    ============

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

                                       2
<PAGE>

<TABLE>
                             EYE DYNAMICS, INC. AND SUBSIDIARY
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

<CAPTION>
                                              For three Months                For Nine Months
                                             ended September 30,            ended September 30,
                                       -----------------------------   -----------------------------
                                            2001            2000            2001            2000
                                       -------------   -------------   -------------   -------------
                                                         (Restated)                      (Restated)

<S>                                    <C>             <C>             <C>             <C>
Sales                                  $    207,977    $    165,711    $    482,793    $    520,131

Cost of Sales                                84,768          65,460         201,609         232,814
                                       -------------   -------------   -------------   -------------

Gross Profit                                123,209         100,251         281,184         287,317

Operating Expenses                          179,267         140,781         667,380         353,980
                                       -------------   -------------   -------------   -------------

Loss from Operations                        (56,058)        (40,530)       (386,196)        (66,663)
                                       -------------   -------------   -------------   -------------

Other Income(Expense)
  Interest and Other Income                   1,485              --           3,299              --
  Consulting Fees - Nonoperating                 --              --              --         (88,000)
  Interest Expense                          (11,837)         (8,831)        (31,981)        (26,855)
                                       -------------   -------------   -------------   -------------
    Total Other Income(Expenses)            (10,352)         (8,831)        (28,682)       (114,855)
                                       -------------   -------------   -------------   -------------

Net Loss before Taxes                       (66,410)        (49,361)       (414,878)       (181,518)

Provision for Income Taxes                       --              --           1,600           1,600
                                       -------------   -------------   -------------   -------------

Net Loss                               $    (66,410)   $    (49,361)   $   (416,478)   $   (183,118)
                                       =============   =============   =============   =============

Net Loss per share-Basic and Diluted   $      (0.01)   $      (0.00)   $      (0.03)   $      (0.02)
                                       =============   =============   =============   =============

Weighted average number of shares        12,275,313      10,549,646      11,997,313       9,768,473
                                       =============   =============   =============   =============
</TABLE>

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

                                             3
<PAGE>

                        EYE DYNAMICS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

                                                          For Nine Months ended
                                                              September 30,
                                                           2001          2000
                                                        ----------    ----------
                                                                      (Restated)
CASH FLOW FROM OPERATING ACTIVITIES:
  Net Loss                                              $(416,478)    $(183,118)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
    Depreciation                                            1,957         2,001
    Noncash Expenses                                      177,226       294,500
    (Increase) Decrease in:
     Accounts Receivable                                   48,715        24,075
     Inventory                                            (31,802)        5,360
     Receivable from Employee                              (2,969)           --
     Prepaid and Unamortized Expenses                      21,523      (167,772)
     Other assets                                           5,122        (6,414)
    Increase (Decrease) in:
     Accounts Payable and accrued expenses                 31,647       (28,545)
     Accrued Interest                                      27,815        26,760
                                                        ----------    ----------
Net cash used by operating activities                    (137,244)      (33,153)
                                                        ----------    ----------

CASH FLOW FROM INVESTING ACTIVITIES:
  Employee Advances and Receivable                        (55,088)       (1,175)
                                                        ----------    ----------
Net cash used by investing activities                     (55,088)       (1,175)
                                                        ----------    ----------

CASH FLOW FROM FINANCING ACTIVITIES:
  Proceeds from issuing of Common Stock                    50,000       150,000
  Net Advance from Line of Credit                          52,190            --
  Net Proceeds from Notes Payable                              --        10,250
  Net Proceeds from (Payments to) Shareholders             25,000       (23,192)
                                                        ----------    ----------
Net cash provided by financing activities                 127,190       137,058
                                                        ----------    ----------

NET INCREASE (DECREASE) IN CASH                           (65,142)      102,730
CASH BALANCE AT BEGINNING OF PERIOD                        85,688        50,580
                                                        ----------    ----------
CASH BALANCE AT END OF PERIOD                           $  20,546     $ 153,310
                                                        ==========    ==========

SUPPLEMENTAL DISCLOSURES:
  Interest Paid                                         $   4,166     $      95
                                                        ==========    ==========
  Taxes Paid                                            $   1,600     $   1,600
                                                        ==========    ==========

NONCASH INVESTING AND FINANCING ACTIVITIES:
  Issuing common stock for:
    Public and Investor Relations                       $ 156,226     $   6,500
    Strategic Planning and Marketing                       21,000       200,000
    Consulting Expense - Nonoperating                          --        88,000
    Consulting Fee Payable                                     --        19,500
                                                        ----------    ----------
                                                        $ 177,226     $ 314,000
                                                        ==========    ==========

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

                                        4
<PAGE>

                         EYE DYNAMICS, INC. & SUBSIDIARY
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Eye Dynamics, Inc. (the Company) markets and distributes diagnostic equipment
that utilizes the Company's proprietary technology and computer software to test
individuals for impaired eye and pupil performance. The Company also markets a
medical diagnostic product that tracks and measures eye movements during a
series of standardized tests.

Presentation of Interim Information

In the Opinion of the management of the Company, the accompanying unaudited
consolidated financial statements include all normal adjustments considered
necessary to present fairly the financial position as of September 30, 2001, and
the results of operations for the three and nine months ended September 30, 2001
and 2000, and cash flows for the nine months ended September 30, 2001 and 2000.
Interim results are not necessarily indicative of results for a full year.

The consolidated financial statements and notes are presented as permitted by
Form 10-QSB, and do not contain certain information included in the Company's
audited consolidated financial statements and notes for the fiscal year ended
December 31, 2000.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary, Oculokinetics, Inc. (a California
corporation), after elimination of all material intercompany accounts and
transactions.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 provides new guidance on the accounting for a business
combination at the date a business combination is completed. Specifically, it
requires use of the purchase method of accounting for all business combinations
initiated after June 30, 2001, thereby eliminating use of the
pooling-of-interests method. SFAS 142 establishes new guidance on how to account
for goodwill and intangible assets after a business combination is completed.
Among other things, it requires that goodwill and certain other intangible
assets will no longer be amortized and will be tested for impairment at least
annually and written down only when impaired. This statement will apply to
existing goodwill and intangible assets, beginning with fiscal years starting
after December 15, 2001. Early adoption of the statement will be permitted for
companies with a fiscal year beginning after March 15, 2001, for which first
quarter financial statements have not been issued. The Company is currently
evaluating these statements but does not expect that they will have a material
impact on the Company's financial position, results of operations, or cash
flows.

                                       5
<PAGE>

                         EYE DYNAMICS, INC. & SUBSIDIARY
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

Restatement and Reclassifications

The accompanying consolidated financial statements for nine months ended
September 30, 2000 were restated to reflect the following changes:

     Net Loss as previously reported                                  $(150,702)
     Amortization of Strategic Planning and Marketing Costs (A)         (33,333)
     Capitalized and Overstatement of expense for Public Relation (B)     8,917
     Understatement of expense for Nonoperating Consulting fee (C)       (8,000)
                                                                      ----------
     Net Loss as restated                                             $(183,118)
                                                                      ==========

     Net Loss per share, restated (D)                                 $   (0.02)
                                                                      ==========


Subsequent to the original issuance of our September 30, 2000 consolidated
financial statements, management determined that the following restatements were
required.

(A) Initially, the Company charged the issuance of 1,000,000 shares to a
consultant to paid-in capital. At the year-end, with auditor's recommendation,
we capitalized the shares at fair value and amortized the expense over the
period of service. The result of this change increased the net loss by $33,333.
(See Note 5)

(B) Initially, the Company charged the issuance of 50,000 shares to a public
relation to operations. At the year-end, with auditor's recommendation, we
capitalized the shares at fair value and amortized the expense over the period
of service. The result of this change decreased the net loss by $8,917. (See
Note 5)

(C) Management determined that the fair value of shares issued to a consultant
for his non-operating consulting service was $0.22 per share at the time of
performance. The result of this change increased the net loss by $8,000. (See
Note 5)

(D) The net effect of the restatement has no material change in net loss per
share.

In addition, certain prior year amounts have been reclassified to conform to the
current year presentation.

                                       6
<PAGE>

                         EYE DYNAMICS, INC. & SUBSIDIARY
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - EMPLOYEE LOAN AND ADVANCES

The Company has made advances to and on behalf of an employee and the employee
has made repayments to the Company. On April 2, 2001, the Company converted
$49,489 into a note receivable bearing interest at 12% per annum. The note is
collateralized by 2,660,000 shares of capital stock of Ingen Technologies, Inc.,
a privately held California corporation. In August 2001, the Company returned
all 2,660,000 shares of Ingen stock to Ingen's priority secured creditor. The
note becomes unsecured and is due on demand.

As of September 30, 2001, the net receivable from the employee amounted to
$60,581, including an interest receivable of $2,969.


NOTE 3 - LINE OF CREDIT

The Company maintained a $65,000 operating line of credit with a bank at the
bank's prime rate plus 2.75%. This line of credit is payable on demand and is
secured by all assets of the Company. As of September 30, 2001, the balance due
was $52,190.


NOTE 4 - CONSIGNED INVENTORY

On December 29, 1993, the Company entered into a settlement agreement and mutual
release with TESA Corporation ("TESA"), a former distributor. The Company agreed
to repurchase up to nine product units, which were previously sold to TESA
through its wholly owned subsidiary, Oculokinetics, Inc. For each unit resold to
the customer, the Company is obliged to repurchase the unit for $10,250. There
was no purchase commitment if the unit was not resold. During the nine months
ended September 30, 2001 and 2000, the Company sold one unit in each period, and
as of those dates, the Company had remitted $10,250 and $0, respectively, to
TESA. The balance owed to TESA related to these consigned inventories was
included in Note Payable - TESA.


NOTE 5 - COMMON STOCK TRANSACTIONS

On June 2001, the Company issued 150,000 shares of common stock based on an
agreement dated on June 14, 1996 for investor relation service. The fair value
at date of agreement was $0.10 per share. The total cost of $15,000 was charged
to operations.

On May 5, 2001, the Company entered into an Investment Banking Agreement
providing that the Company agreed to issue 150,000 shares of common stock at a
fair market value $0.40 per share to a consultant in exchange for investment
banking and advisory service. The total cost of $60,000 was capitalized and
amortized over a one-year period. For nine months ended September 30, 2001,
$25,000 was charged to operations.

                                       7
<PAGE>

                         EYE DYNAMICS, INC. & SUBSIDIARY
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - COMMON STOCK TRANSACTIONS (Continued)

The Company also entered into a Finder's Agreement with the consultant who acts
as a finder to locate prospective investors for the Company. The Company agreed
to pay the consultant finder's fees based on the following schedule:

                     5% on first $5,000,000 capital raised
                     4% on next $1,000,000
                     3% on next $1,000,000
                     2% on next $1,000,000
                     1% on balance

As of September 30, 2001, no capital was raised through the consultant.

In May 2001, the Company agreed to issue 25,000 shares of common stock to a
consultant for preparing a five-year financial projection, and issued 50,000
shares for their consulting service from May 2001 to October 2001. The fair
market value at the date of agreement was $0.28 per share. The financial
projection preparation of $7,000 was charged to operations as incurred, and the
total consulting fee of $21,000 was capitalized and amortized over a six-month
period. For nine months ended September 30, 2001, $18,667 was charged to
operations.

On March 27, 2001, the Company entered into a Promotion Agreement to promote
itself on a promoter's web site. The Company issued 131,580 shares of common
stock at a fair market value $0.38 per share to the promoter for the first six
months service. The total cost of $50,000 was charged to operations as incurred.
Upon mutual agreement, the Company will pay the promoter 105,263 shares of
restricted stock for the final six months of promotion.

On March 20, 2001, the Board of Directors approved to issue 77,420 shares of
common stock at $0.30 per share (fair market value of $0.38 per share less 20%
discount for restricted shares) to an individual for his investor relations
service commencing March 23, 2001. The total cost of $23,226 was capitalized and
amortized over one year. For nine months ended September 30, 2001, $11,613 was
charged to operations.

In January 2001, the Company completed a self-underwritten offering of 1,000,000
units, consisting of one share of common stock and two stock warrants at
exercise prices of $0.35 and $0.75 per share. The Company received $50,000 in
2001 and $150,000 in 2000 for an aggregate of $200,000 in proceeds.

The Company issued 25,000 shares of common stock to a consultant as an incentive
for development and execution of an investors relation program for the period
from January 2001 through June 2001. The fair value of the stock at the time of
issue was $0.32 per share. The total cost of $8,000 was charged to operations.

                                       8
<PAGE>

                         EYE DYNAMICS, INC. & SUBSIDIARY
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - COMMON STOCK TRANSACTIONS (Continued)


The Company also granted warrants to the consultant to purchase up to 200,000
shares of the Company's common stock. Exercised prices determined for the
warrants are 66,666 shares at $0.32 per share; 66,666 shares at $0.82 per share;
and 66,668 shares at $1.32 per share. The warrants will expire on January 3,
2004.

In September 2000, the Company issued 1,000,000 shares of common stock to a
consultant for strategic planning and marketing services for the period from
September 1, 2000 and extending for a minimum of six months and a maximum of 12
months. The fair value of the stock at the time of issue was $0.20 per share.
The total cost of $200,000 was capitalized and amortized over a six-month
period. For nine months ended September 30, 2000, $33,333 was charged to
operations.

The Company also issued 50,000 shares of common stock at a fair value of $0.13
per share to a consultant as an incentive for development and execution of a
public relations program. The total cost of $6,500 was capitalized and amortized
over a six-month period. For nine months ended September 30, 2000, $1,083 was
charged to operations.

In April 2000, the Company issued 400,000 shares common stock to a financial
advisor at a fair value of $0.22 per share. The total cost of $88,000 was
charged to operations as incurred. The Company also converted a consulting fee
payable into 76,853 shares of common stock.


NOTE 6 - NET LOSS PER SHARE

Net loss per share is computed based on the weighted average number of shares of
common stock outstanding during the period. Basic net loss per share for three
months ended September 30, 2001 and 2000 was $0.01 and $0.00, respectively, and
for nine months ended September 30, 2001 and 2000 was $0.03 and $0.02,
respectively. Net loss per share does not include options and warrants as they
would be anti-dilutive in 2001 and 2000 due to the net loss in those periods.


NOTE 7 - SEGMENT INFORMATION

SFAS No. 131 "DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION" requires that a publicly traded company must disclose information
about its operating segments when it presents a complete set of financial
statements. Since the subsidiary did not have any operations in 2001 or 2000,
and the Company has only one segment; accordingly, detailed information of the
reportable segment is not presented.

                                       9
<PAGE>

                         EYE DYNAMICS, INC. & SUBSIDIARY
          NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - RELATED PARTY TRANSACTION

The Company had notes payable to the officers in the amount of $25,278 and $278
as of September 30, 2001 and 2000, respectively. As of those dates, balance of
accrued interest related to the notes was $69,457 and $61,973, respectively.
Interest expense charged on these notes totaled $5,915 and $4,860 for nine
months ended September 30, 2001 and 2000, respectively.


NOTE 9 - GOING CONCERN

The accompanying consolidated financial statements are presented on the basis
that the Companies are going concerns. Going concern contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business over a reasonable length of time. As shown in the accompanying
consolidated financial statements, the Company incurred net losses of $416,478
and $183,118 for nine months ended September 30, 2001 and 2000, respectively,
and as of September 30, 2001, the Company had a working capital deficiency of
$540,993 and a deficit in net worth of $531,624.

A plan commenced in late 2000 to publicize the Company's SafetyScope product.
Funds for this program were secured through equity financing as discussed in
Note 5. Additional financing will be required to implement a business plan that
address the final engineering, tooling and marketing costs to fully
commercialize the SafetyScope product. Management is currently seeking such
financing and is in discussion with several potential funding sources.

Management is also currently involved in active negotiations to convert a note
payable of $396,721 into equity, and actively increasing marketing efforts to
increase revenues. The Company continued existence depends on its ability to
meet its financing requirements and the success of its future operations. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                       10
<PAGE>

ITEM 2.  Management's Discussion And Analysis Or Plan Of Operation

The third quarter saw the continuance of our project to publicize and increase
awareness of the SafetyScope product. We are also starting pre-marketing
discussions with potential customers and distributors of the product. The
business plan for full commercialization of the SafetyScope was circulated to
several potential funding sources, but no funding arrangements have yet been
concluded. However, discussions with several interested funding sources are
ongoing.

Third quarter sales of $207,977 were 25% higher than the sales of $165,711
during the corresponding quarter of the prior year. However, year to date sales
of $482,793 are 7% less than sales of $520,131 for the same period in 2000.

Gross profit percent for the quarter was 59.2%, versus 60.4% for the same
quarter of 2000. Year to date gross profit of 58.4% is improved somewhat from
55.2% for the corresponding period of the prior year.

Loss for the quarter was $66,410, bringing the year to date loss to $416,478.
The principal reason for the losses in 2001 is the costs attributed to the
pre-commercialization program for the new product, SafetyScope, an impairment
detection instrument. Expenses for the SafetyScope project were $57,526 for the
quarter ending September 30, 2001.

Sales spiked in September because of a large trade show held each year for
physicians that use our medical product. In 2000 the sales pike occurred in
October because the trade show was held at the very end of September.

Even though September sales were over $100,000, we are experiencing a softness
in receipt of new orders. The events of September 11th occurred in the middle of
the annual trade show, and since then potential customers have been hesitant to
place new orders. Accordingly, the effect of a market slowdown will be evident
in the 4th quarter of the year.

To partially offset the slowdown we have taken on the task of doing setup and
training of operators for the equipment we sell to our private label customer.
This provides some additional revenue beyond that of equipment sales.

Orders from the private label customer continue strong with a peak of five
systems being shipped in September. It appears that the expected average of
three systems each month will be achieved.

Also, we added a new product, an air caloric irrigator, to our medical product
line. This augments the water caloric irrigator that has been offered for the
last two years. This product is sourced from Germany and enhances our product
offerings.

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In September, the Company was named in a lawsuit by a creditor of an employee
alleging that it had improperly handled the employee's payment for services, and
that it improperly held the employee's assets as collateral for a loan. The
company has denied all the allegations and is in discussions with the plaintiff
to dismiss the lawsuit with prejudice. The Company believes that the lawsuit was
filed for the purpose of creating additional pressure on the employee to settle
a large debt with the plaintiff in the action.

                                       11
<PAGE>

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITES

The Company is the obligor on an outstanding $400,000 promissory note payable to
a former distributor, and has certain obligations to the former distributor in
connection with the resale of certain inventory returned by the distributor. The
note bears interest at 7% per annum, and came due on December 31, 1999. As of
September 30, 2001, the total amount due, including the principal of the note,
accrued interest, and the obligations with respect to the returned inventory,
was $686,000. The Company is engaged in negotiations with the former distributor
concerning possible restructuring of the obligation, but the holder has not
declared a default or demanded payment. Settlement discussions include a
possible conversion of the obligations into common stock and a possible new
payment schedule based on revenues from the SafetyScope commercialization
project. When financing for the SafetyScope project is achieved, a final
definition of the settlement method will be decided between the company and the
former distributor.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER

There were no matters submitted to the vote of security holders during this
quarterly reporting period.

ITEM 5. OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits

                  None

         Reports on Form 8-K

                  None

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                         Eye Dynamics, Inc.

    Date: November 14, 2001              By /s/ Charles E. Phillips
                                            ------------------------------------
                                            Charles E. Phillips, President and
                                            Chief Financial Officer


                                       12