<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly period ended March 31, 2001

                           Commission File No. 0-28137

                                 MICROBEST, INC.
              ----------------------------------------------------
              (Exact name of small business issuer in its charter)

MINNESOTA                                                  41-1864003
-------------------------------                            -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             identification No.)

     751 PARK OF COMMERCE DRIVE, SUITE # 122 BOCA RATON, FLORIDA 33487-3623
     ----------------------------------------------------------------------
                    (Address of principal executive offices)

                   Issuer's telephone number (561) 995-9770

Check whether the registrant (1) filed all documents and 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 [ ]   No [X]



There were 34,546,358 shares of the company's common stock outstanding on
March 31, 2001





<PAGE>   2



                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

        Balance Sheets
        Statements of Operations
        Statements of Cash Flows
        Notes to Financial Statements

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

        Background and financial history
        Financial Condition
        Results of Operations
        Liquidity and Capital Resources

                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        Incorporated by reference to Item 3 in the Company's Annual Report on
        FORM 10-KSB for the year ended December 31, 2000

ITEM 2. CHANGES IN SECURITIES

        Issuance of common stock for cash and services and issuance of stock
        options

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None

ITEM 5. OTHER INFORMATION

        None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        Exhibit 1  Item 3, Legal Proceedings, from the Company's Annual Report
                   on FORM 10-KSB for the year ended December 31, 2000





                                       1
<PAGE>   3

                              MICROBEST, INC.
                               BALANCE SHEETS
                    MARCH 31, 2001 AND DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                         (Unaudited)
                                                                             2001                2000
                                                                         -----------         -----------
<S>                                                                      <C>                 <C>
                                  ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                                             $     2,693         $        --
   Accounts receivable, net of allowances of $5,400                          129,893              54,862
   Inventories, net                                                           67,268              69,059
                                                                         -----------         -----------

            TOTAL CURRENT ASSETS                                             199,854             123,921

PROPERTY AND EQUIPMENT, net                                                   40,312              43,312

OTHER ASSETS                                                                   5,430               6,381
                                                                         -----------         -----------

            TOTAL                                                        $   245,596         $   173,614
                                                                         ===========         ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                 $   449,684         $   560,380
   Cash overdraft                                                             48,629               3,311
   Current portion of capital lease obligation                                 2,339               2,339
   Due to shareholder                                                             --              13,000
                                                                         -----------         -----------

            TOTAL CURRENT LIABILITIES                                        500,652             579,030
                                                                         -----------         -----------

LONG-TERM DEBT
   Capital lease obligation - long-term portion                                9,866               9,866
   Note payable - shareholder                                                170,000             170,000
   Convertible promissory notes                                              200,000             200,000
                                                                         -----------         -----------
                                                                             379,866             379,866
                                                                         -----------         -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
   Preferred stock, 50,000,000 shares authorized, at stated value                400                 400
   Common stock, 100,000,000 shares authorized, at stated value               34,546              32,694
   Additional paid-in capital                                              4,394,417           4,073,282
   Deficit                                                                (5,064,285)         (4,891,658)
                                                                         -----------         -----------

            STOCKHOLDERS' DEFICIT, NET                                      (634,922)           (785,282)
                                                                         -----------         -----------

            TOTAL                                                        $   245,596         $   173,614
                                                                         ===========         ===========
</TABLE>






                                       2
<PAGE>   4


                                 MICROBEST, INC.
                      STATEMENTS OF OPERATIONS (Unaudited)
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                 2001                  2000
                                                            ------------           ------------
<S>                                                         <C>                    <C>
SALES, net                                                  $    200,625           $    230,378

COST OF SALES                                                     96,807                102,023
                                                            ------------           ------------

            GROSS MARGIN                                         103,818                128,355

ADMINISTRATIVE EXPENSES                                          266,392                279,623
                                                            ------------           ------------


            LOSS FROM OPERATIONS                                (162,574)              (151,268)

INTEREST EXPENSE                                                 (10,053)               (18,403)
                                                            ------------           ------------

            LOSS BEFORE PROVISION FOR INCOME TAXES              (172,627)              (169,671)

PROVISION FOR INCOME TAXES                                            --                     --
                                                            ------------           ------------

            NET LOSS                                        $   (172,627)          $   (169,671)
                                                            ============           ============


LOSS PER COMMON SHARE:
   Basic and diluted                                        $      (0.01)          $      (0.01)
                                                            ============           ============
   Weighted average common
         shares outstanding                                   33,620,022             15,777,182
                                                            ============           ============

</TABLE>








                                       3
<PAGE>   5




                                 MICROBEST, INC.
           STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001


<TABLE>
<CAPTION>



                                Preferred Stock                 Common Stock
                           --------------------------    -------------------------
                                         Stated Value                  Stated Value    Additional
                                             $.01                          $.001         Paid-in                     Stockholders'
                           # of Shares     per share     # of Shares     per share       Capital        Deficit      Deficit, Net
                           -----------   ------------    -----------   ------------    -----------    -----------    ------------
<S>                             <C>       <C>             <C>           <C>            <C>            <C>             <C>
STOCKHOLDERS' DEFICIT,
 January 1, 2001                40,020    $       400     32,694,085    $    32,694    $ 4,073,282    $(4,891,658)    $  (785,282)

Issuance of common
 stock for cash                     --             --      1,652,273          1,652        273,348             --         275,000

Issuance of common
 stock for services                 --             --        200,000            200         31,800             --          32,000

Issuance of stock
 options to consultants             --             --             --             --         15,987             --          15,987

Net loss for the three
 months ended
 March 31, 2001                     --             --             --             --             --       (172,627)       (172,627)
                           -----------    -----------    -----------    -----------    -----------    -----------     -----------

STOCKHOLDERS' DEFICIT,
 March 31, 2001                 40,020    $       400     34,546,358    $    34,546    $ 4,394,417    $(5,064,285)    $  (634,922)
                           ===========    ===========    ===========    ===========    ===========    ===========     ===========


</TABLE>






                                       4
<PAGE>   6
                                 MICROBEST, INC.
                      STATEMENTS OF CASH FLOWS (Unaudited)
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



<TABLE>
<CAPTION>
                                                                  2001                2000
                                                               ---------           ---------
<S>                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                    $(172,627)          $(169,671)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation                                                 3,000               3,000
      Interest expense, beneficial conversion feature                                  5,375
      Common stock issued for services, net                       32,000              81,001
      Other non cash charges                                      16,446               4,511
      Changes in certain assets and liabilities:
         Accounts receivable                                     (75,030)            (88,357)
         Inventories                                               1,791              28,077
         Accounts payable and accred liabilities                (110,696)            (14,557)
         Due to Shareholder                                      (13,000)                 --
         Cash overdraft                                           45,318                (507)
                                                               ---------           ---------

            NET CASH USED IN OPERATING ACTIVITIES               (272,798)           (151,128)
                                                               ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITY:
   Change in other assets                                            951              (2,300)
   Purchases of property and equipment                                                   (76)
                                                               ---------           ---------

            NET CASH USED IN INVESTING ACTIVITIES                    951              (2,376)
                                                               ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on capital lease obligation                             (460)               (496)
   Proceeds from sale of stock                                   275,000             154,000
                                                               ---------           ---------

            NET CASH PROVIDED BY FINANCING ACTIVITIES            274,540             153,504
                                                               ---------           ---------

            NET INCREASE (DECREASE) IN CASH
             AND CASH EQUIVALENTS                                  2,693                  --

CASH AND CASH EQUIVALENTS, Beginning of period                        --
                                                               ---------           ---------

CASH AND CASH EQUIVALENTS, End of period                       $   2,693           $      --
                                                               =========           =========

</TABLE>





                                       5
<PAGE>   7
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001

NOTE 1. BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited interim financial
statements include all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the financial position of the Company,
the results of its operations and changes in cash flows for the interim periods
presented.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. These statements should be read in conjunction with the
Company's audited financial statements and notes thereto for the year ended
December 31, 2000 included in the Annual Reports filed on FORM 1O-KSB, which
were filed in August 2001.

The results of operations for the interim periods included in this report are
not necessarily indicative of the operating results for the full year

NOTE 2. GOING CONCERN CONSIDERATIONS

The Company's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. The Company has incurred
substantial losses since inception, has funded operations through investor
capital, and has not generated sufficient revenues from its operating activities
to cover its expenses. Management recognizes that the Company must generate
additional resources and attain profitable operations to enable it to continue
in business. Management plans to continue obtaining additional capital through
the issuance of common stock, the issuance of debt, and to obtain operating
capital through revenue growth. The realization of assets and satisfaction of
liabilities in the normal course of business is dependent upon the Company's
raising additional growth capital and resuming and sustaining profitable
operations. However, no assurances can be given that the Company will be
successful in these activities. Should any of these events not occur, the
accompanying financial statements will be materially affected.

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES

INCOME TAXES. As of December 31, 2000, the Company has tax net operating loss
carryforwards (NOLs) of approximately $4,423,000, and accordingly no income tax
provision (benefit) is recognized on the financial statements. All deferred
taxes created by NOLs are offset in their entirety by a deferred tax asset
valuation allowance.

EARNINGS (LOSS) PER SHARE. Statement of Financial Accounting Standard 128,
"Earnings Per Share" requires companies with complex capital structures or
common stock equivalents to present both basic and diluted earnings per share
(EPS). Basic EPS is calculated by dividing net income by the weighted average
number of common shares outstanding during the period. Diluted EPS is calculated
by dividing net income available to common shareholders by the weighted average
number of common shares and common stock equivalents. Common equivalent shares
are excluded from the computation in periods in which they have an anti-dilutive
effect. The Company's common equivalent shares include the convertible preferred
stock, the convertible promissory notes, and stock options.

RECLASSIFICATIONS. Certain prior period amounts have been reclassified to
conform to the presentation used in the current period.




                                       6
<PAGE>   8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

The following Management's Discussion and Analysis should be read in conjunction
with the financial statements and related notes thereto that appear elsewhere
herein.

FORWARD LOOKING STATEMENTS

This Form 10-QSB contains certain forward-looking statements. These
forward-looking statements include statements regarding marketing plans, capital
and operating expenditures, results of operations, potential utility and
acceptance of our existing and proposed products, and the need for and
availability of additional financing. The forward-looking statements included
herein are based on current expectations and involve a number of risks and
uncertainties. These forward-looking statements are based on assumptions
regarding our business which involve judgments with respect to among other
things, future economic and competitive conditions, future regulations, and
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond our control. Although we believe that
the assumptions underlying the forward-looking statements are reasonable, any of
the assumptions could prove inaccurate and, therefore, actual results may differ
materially from those set forth in the forward-looking statements. Any
forward-looking statement speaks only as of the date on which such statement is
made. New factors emerge from time to time, and it is not possible for us to
predict all such factors. Further, we cannot assess the impact of each such
factor on the business or the extent to which any factor, or combinations of
factors, may cause actual results to differ materially from those contained in
any forward-looking statement. In light of the significant uncertainties
inherent in the forward-looking information contained herein, the inclusion of
such information should not be regarded as any representation by us or any other
person that our objectives or plans will be achieved.

BACKGROUND AND FINANCIAL HISTORY

Although Microbest Inc. has been in existence since 1993, the Company has not
been able to develop its operating plan to the point where it can sustain
profitable operations. The Company has been involved essentially in product
development and market testing and development since it was founded. In 1997 the
Company began concentrating its marketing efforts in the food service industry
and has been successful in developing a presence for its products in that
market.

The business of developing, marketing and selling the Company's biological
cleaning products is capital intensive. The Company intends to continue its
selling and marketing efforts and will require additional capital in order to
continue operating at the current level, to expand its business, and to fund
production and development costs. Additional capital financing may not be
available. Without such financing, the Company will not be able to continue at
its present operational level or fully implement its business strategy.

The Company has been unable to generate sufficient cash flow from operations
throughout its history to fund operations, including its marketing development
plans and the concentration of marketing efforts in the food service industry.
For the two years and three months ended March 31, 2001, the company generated
$1,329,286 in net sales. During this same period the company recorded net losses
of $3,223,295. The Company generated $1,690,142 from financing activities during
this period to help fund the shortfall in working capital.

LIQUDITY AND CAPITAL RESOURCES

For the three months ended March 31, 2001 the Company issued 1,852,273 shares of
common stock for cash and. services. See Part II, Item 2, Changes in Securities
for details. Accredited investors have provided the funds necessary to cover the
Company's shortfall in working capital during this period.

In June 2000 the Company arranged for $360,000 of financing through the private
sales






                                       7
<PAGE>   9

of restricted shares of its common stock to a small group of accredited
investors. Between June 9, 2000 and January 8, 2001 the Company received
$360,000 from the sale of 5,374,609 shares of common stock under these
arrangements.

On February 16, 2001 the Company received a $1,000,000 Financial Commitment,
from a new investment source. As of August 31, 2001 the Company received
$410,000 for the sale of 3,196,391 shares of common stock under this commitment.
(See Item 12 Certain Relationships and Related Transactions in the Company's
annual report on FORM 10K-SB incorporated herein by reference)

As indicated above, the Company raised substantially all its invested funds
through the private sales of its common stock relying on exemptions from
registration under the Securities Act of 1933. To continue such sales of its
common stock has recently become more costly to the Company because of the
decline in the market price of the Company's common stock on the OTC/BB. The low
bid price dropped from $.75 in the first quarter of 1999 to $.187 in October
1999. After being removed from the OTC/BB on January 20, 2000 because of Rule
6530 the shares have traded as low as $0.05 per share on the National Quotation
Bureau's Electronic Quote System. If the Company is unable to raise capital
through the sale of its common stock or is unable to find alternative sources of
investor funds, the Company's ability to continue will be in jeopardy.

In January 2000, pursuant to a SEC filing on FORM 10-SB in November 1999, the
Company became subject to the periodic reporting rules of the 1934 Securities
Exchange Act. As of August 31, 2001, the Company has not filed its quarterly
reports as required by the 34 Act and the regulations of the SEC. Management of
the Company expects all past due SEC reports to be filed before the end of
September 2001. What actions, if any, the SEC may take as a result of the
Company's non-compliance is unknown.

The following table summarizes the Company's operating results for the periods
indicated:

                                                $ in Thousands
                                        Three Months Ended March 31,
                                        ----------------------------
                                         2001                 2000
                                        -----                -----
STATEMENT OF OPERATIONS DATA
Net Sales                               $ 201                $ 230
Gross Profit (Loss)                     $ 104                  128

Expenses
Salaries Wages & Benefits               $ 146                $ 163
Occupancy Costs                            31                   36
Travel                                     33                   31
Professional Fees                          16                   25
Marketing Expenses                         40                   25
Interest Expense                           10                   18
Total Expenses                          $ 276                $ 298
Net Income (Loss)                       $(172)               $(170)


FINANCIAL CONDITION

The Company's financial position deteriorated in 2000 and 1999 as accounts
payable and short term financing increased at a greater rate than the growth in
accounts receivable and inventory. Accordingly, negative working capital
increased to $825,000 at the end of 2000. At the end of March 2001 negative
working was reduced by $161,000 as a result of an increase of $76,000 in current
assets and a $85,000 decrease in accounts and notes payable.





                                       8
<PAGE>   10

The Company was delinquent in depositing some of its payroll taxes in periods
as far back as December 1997. According to IRS records, the Company owed
$184,433 in taxes, penalties and interest as of July 20, 2001. On July 24, 2001,
the Company entered into an installment agreement with the IRS to pay $5,000 per
month to settle this obligation. All amounts due per the IRS have been accrued
by the Company and are included on the balance sheet ($178,375 at March 31, 2001
and $175,808 at December 31, 2000). The IRS has filed a tax lien against the
Company to secure its position.

The Company's accumulated operating deficit as of March 31, 2001 is $5,064,000
and is directly attributable to the inability to increase sales quickly enough
to fund the marketing efforts that, in the opinion of management, are necessary
to realize the required level of revenues to attain profitable operations. The
Company has funded its operating deficit through the sales of its common stock.
The financial shortfall of this strategy is that it requires the continuous
infusion of investment capital to keep the Company running and creates an
environment where ongoing commitments (including payroll and operating expenses)
are met on a week-to-week basis. The danger is that the Company may run out of
funds to continue sales and marketing efforts (including funds to pay its
employees) before it can achieve a sustaining level of sales. The Company has no
plans to increase further the number of employees or for significant capital
expenditures until sufficient investment capital is raised or until revenues
increase substantially.

OPERATING RESULTS

The Company has improved its gross operating margin over the past two years by
concentrating sales efforts on pallet-sized bulk shipments. This strategy
reduced the need for one company-operated facility and has allowed for more
economic lot purchasing and a significant reduction in freight costs. During
this time the Company also improved cost controls over its operations. The
results of these efforts are reflected in a gross profit margin which improved
to over 50% in the first three months of 2001 compared with less than 40% in
1999.

Prior to 1999 the Company increased its operating expenses significantly to
support the marketing expansion plan initiated during 1997. The Company
increased its staff to 10 full time employees in 1999, the majority of which are
involved with sales and marketing.

The Company moved into expanded office facilities early in 1998, thereby
increasing office occupancy expenses of rent, local and long distance telephone,
utilities, lease of computers and office equipment as well as added office
supplies and expenses required to support the increase staff.

During the first quarter of 2001 the Company concentrated on cutting expenses in
areas that would not reduce the impact of its marketing efforts. The Company
reduced employee costs by terminating under performing sales staff. Travel
expenses were higher in 2001 because of increased attendance at trade shows.
Professional fees were lower because of reduced legal fees in 2001. Marketing
expenses were lower in 2001 as part of cost cutting efforts. Interest expenses
were higher in 2000 because of interest on past due payroll taxes.

On August 28, 2001 the Company settled a legal action relating to the
termination of its former president. Based on the obligations agreed to in the
settlement, the Company will record a $135,000 charge in its fiscal quarter
ended September 30, 2001. The settlement will require the Company to make cash
payments of $90,000 between September 7, 2001 and February 28, 2002 and $25,000
between February 28, 2002 and February 28, 2006 and to issue 80,000 shares of
common stock. (See Part II, Item 1, Legal Proceedings below)

PLAN OF OPERATION

The Company's financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the settlement of liabilities
and commitments in the normal course of business. The Company has incurred
losses for the last five years and has an accumulated deficit from operations of
$5,064,000 at March 31, 2000. Management recognizes that the company must
generate additional




                                       9
<PAGE>   11

financial resources to enable it to continue operations and is presently working
on receiving financing commitments in this regard.

The realization of assets and the satisfaction of liabilities in the normal
course of business is dependent upon the company obtaining additional equity
capital and ultimately achieving profitable operations. However, no assurances
can be given that the Company will be successful in these activities. Should any
of these events not occur, the financial results will be materially affected.

The Company plans to continue its current strategy of developing a presence for
its products in the food service industry. Additionally, work needs to continue
on rounding out the product line and expanding penetration into other target
markets. This strategy will continue to require additional ongoing investor
financing. While management of the Company believes it will be able to arrange
the necessary financing to support its plan, if it is unable to, there is
substantial doubt that the Company will be able to continue.

The Company continues to have sales growth but at a less than a desirable rate
and plans to continue its aggressive market development plan. As indicated above
the operations of the Company have been financed primarily with funds provided
by a small group of accredited investors. Management of the Company is confident
this group will continue funding the Company's operating plan until it is
financially successful.

RECENT SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

In July 2001, SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill
and Other Intangible Assets," were issued. SFAS No. 141 changes certain
accounting methods used for business combinations. 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 No. 142 establishes new guidance on how to account for goodwill and
intangible assets after a business combination is completed. Among other things,
goodwill and certain other intangible assets will no longer be amortized, but
will now be tested for impairment at least annually, and expensed 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 is permitted for certain companies with a fiscal year beginning
after March 15, 2001. 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.

                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As previously reported in our annual report on FORM 10-KSB for the year ended
December 31, 2000 (see Item 3, Legal Proceedings, incorporated herein by
reference) the Company was involved in a legal action relating to the
termination of its former president. On August 28, 2001 the Company and Mr.
Cioffi settled the matter. Based on the obligations agreed to in the settlement,
the Company will record a $135,000 charge in its fiscal quarter ended September
30, 2001.

ITEM 2. CHANGES IN SECURITIES

RECENT ISSUANCES OF UNREGISTERED SECURITIES

During the six month period ended June 30, 2001 the Company issued 3,196,639
restricted shares of common stock for cash of $410,597 and also issued 325,000
restricted shares of common stock for services, for which management placed a
value of $45,250 for the services provided, all without registration in reliance
upon section 4(2) of the Securities Act of 1933.

On March 30, 2001 the Company granted options to its executive officers and key
employees to acquire 850,000 shares of common stock at an option price of $.08
per share, and also granted options to consultants to acquire 200,000 shares of
common stock for which it recorded $15,987 in consulting fees.

ITEM 6. EXHIBITS

Item 3, Legal Proceedings, from the Company's Annual Report on FORM 10-KSB for
the year ended December 31, 2000




                                       10
<PAGE>   12

                                    SIGNATURE

Pursuant to the requirements 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.

                             Date: September 14, 2001

                                         Microbest, Inc.

                                         /s/ Michael J. Troup
                                         --------------------------------------
                                             Michael J. Troup
                                             Chief Executive Officer/Chairman










                                       11