SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 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 number 333-41206



               Clip 'N Pierce Fashions, Inc.

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

             (Name of Small Business Issuer in its Charter)



             Delaware                                     33-0850014

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

 (State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                         Identification No.
)

4190 Bonita Road #105, Bonita CA                           91902

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

  (Address of Principal Executive Offices)              (ZIP Code)



                             (619) 267-0450

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

           (Issuer's Telephone Number, Including Area Code)



                         Not applicable

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

   (Former Name, Former Address and Former Fiscal Year, if changed

                        since last report)



Check whether the issuer: (1) filed all reports required to be filed by

Section 13 or 15(d) of the Exchange Act 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  [ ]

     ---            ---



There were 8,400,000 shares of Common stock outstanding as of

May 1, 2001.



                                                                1





<PAGE>
                                     PART I



Item 1. Financial Statements.



Mangements Discussion and Analysis of Financial Condition and

Results of Operations



Certain Forward-Looking Information



Information provided in this Quarterly Report on Form 10QSB may contain

forward-looking statements within the meaning of Section 21E or Securities

Exchange Act of 1934 that are not historical facts and information.  These

statements represent the Company's expectations or beliefs, including, but not

limited to, statements concerning future and operating results, statements

concerning industry performance, the Company's operations, economic

performance, financial conditions, margins and growth in sales of the

Company's products, capital expenditures, financing needs, as well

assumptions related to the forgoing.  For this purpose, any statements

contained in this Quarterly Report that are not statements of historical fact
may be deemed to be forward-looking statements.  These forward-looking

statements are based on current expectations and involve various risks and

uncertainties that could cause actual results and outcomes for future periods

to differ materially from any forward-looking statement or views expressed

herein.  The Company's financial performance and the forward-looking

statements contained herein are further qualified by other risks including

those set forth from time to time in the documents filed by the Company with

the Securities and Exchange Commission, including the Company's most recent

Forms SB-2 and 10KSB.



Condition and Results of Operations.



Three months ended March 31 2001 and 2000.



Net sales were $0 for the quarters ended March 31, 2001 and 2000.



Operating Expenses were $5,730 for the quarter ended March 31, 2001 and $1,345
for the same quarter in 2000.  This increase is attributed to activity to
start sales..



On March 31, 2001 the Company had a Stockholder's equity  of $4,685 and on
March 31, 2000 of $4,495.





Clip 'n Pierce has sufficient cash resources to operate at the present level

of expenditure for the next twelve months. On February 28, 2000 a major

shareholder, EFM Venture Group, Inc. contributed $5,000 and on November 28,

2000 another $5,000 to the capital of the Company and on January 12, 2001,

$6,000.  Clip 'n Pierce may raise additional capital either through debt or

equity.  No assurances can be given that such efforts will be successful. The

Company has no specific plans at present for raising additional capital.



The following is the history and projected future activities of the company in

milestone format.


                                                                2


<PAGE>
   Milestone:



1.  Development of prototype idea.  This was done prior to the organization of

Clip 'N Pierce.



2.  Production of a physical prototype.  This was done prior to the
organization of Clip 'N Pierce.



3.  Initial small market study.  Done during November 2000.



4.  Develop product brochure.  January 2001. Estimated cost $300.



5.  Additional store to store market study using brochure. Late January 2000
to
 February 2001.  Cost estimate $300.



6.  Mail brochures to qualified jewelry stores in San Diego and follow up with

telephone interviews.   $500.



7.  Develop list of manufactures and assess pricing. Decide on 18 or 14 karat

gold. Determine price, quantity and delivery. March to June 2001.



8.  Place order for small initial product production. July 2001. Cost will

depend on information obtained in milestone 7.



9.  Fall of 2001. Market initial production to stores identified in mile

stones 5 and 6. Cost will depend on information from milestone 5 and 6

as to number of stores. This mile stone should mark the first revenues for

Clip 'N Pierce.



10. Determine future production and sales effort from information gained from

initial sales effort. Depending on the size of the production and potential

Clip 'N Pierce may need to obtain addition capital from loans or sale of

additional equity.



The pricing of the product will depend on the quality of gold and/or silver

selected for production. The cost to produce the prototype was approximately

$300 in 18 karat gold. That cost will need to be brought down when

manufacturing in quantity in order to appeal to the general market. It can be

made of a lesser karat gold for instance. We believe a cost under $150 for

gold and under $100 for silver will allow mark-up and still generate

profit for the company. Details are not firm and there is no assurance that

the price goals can be met.



In the next twelve months, Clip 'n Pierce will pursue arrangements for the

sale of its products. The market study conducted in November of this past year

in two shopping centers in San Diego County. The results indicate some

probable success of the item. If the price of production can be kept

reasonable, revenues could be expected early in 2002. A manufacturing source

will be sought early in 2001. Initial placement of the product in retail

outlets will take place in the fourth quarter of 2001 in San Diego County as a

starting location, specifically in the East San Diego County mall of Grossmont

Center, the upscale mall called University Town Center near La Jolla, and the

central city area of Mission Valley, namely Fashion Valley and Mission Valley

Shopping Centers. San Diego County has a population in excess of 2 million

people and the Pacific Bell Yellow Pages list over 200 retail jewelry stores.

(See "Business-History.")


                                                                3


<PAGE>
Clip 'n Pierce  plans to develop additional variations of the product

including types of metals and size of the earring. Clip 'n Pierce does not

plan to employ additional  personnel during the next twelve months. Clip 'n

Pierce  plans to make use of contracted, short-term or leased personnel, if

any.



As of May 1, 2001 the Company is current in the progression of its projected
milestones.



                               RISK FACTORS





(1) Clip 'n Pierce is a start up company and subject to all the risks of a new

business.



The company is very small and only recently has it begun exploring development

possibilities. Manufacturing estimates are now being obtained and may not



prove economical For production for the general market. Since we are just

starting the proposed operations the investor is at risk that this new

business will not be able to make a profit or take a very long time to

accomplish that.



(2) Lack of experience in the jewelry business may result in unsatisfactory

management.



No history in operating a jewelry business may risk investor funds

due to the inexperience of the officers and directors who are making business

decisions. This lack of experience may result in an inability to run a

successful jewelry making business. There is no assurance that Clip 'n Pierce

will every produce earnings.

(See "Business" and "Management.")



(3) Additional funds may be needed and may not be able to be raised.



Without additional capital the original investor funds may be at risk. The

balance sheet for the year ended December 31, 1999, shows a stockholder's

equity of only $840 and working capital of only $ 840. Since January 1,

2000 a major shareholder, EFM Venture Group, Inc., contributed $16,000 to the

capital of Clip 'n Pierce. We Estimate sufficient funds for approximately

twelve months of current operations.  Thus, we may need to raise additional

capital and there is no assurance that we will be able to raise sufficient for

continuing needs. While Clip 'n Pierce intends to sell its products through

existing retail outlets and distributors, and to possibly receive prepaid

royalties, there can be no assurance that we will be successful in achieving

the objectives.  As of this date Clip 'n Pierce has manufactured only the

prototypes and has sold no earrings.



(4) Our product may have no market interest and result in few sales.



With little or no sales the company may not be able to continue operation. The

proposed marketing of these earrings has inherent risks. It is a new and

untried product with a possibly limited market. We cannot accurately predict

the acceptance of the product or the time frame in which any sales will be

made. We have surveyed the market to get an indication of the potential but
the
 results unpredictable at this time.


                                                                4


<PAGE>
(5) Current selection of earrings on the market may be sufficient.



If the existing types of earrings satisfy consumer needs there would be little

demand for our product. Clip 'n Pierce will operate in a business field where

the competing companies are much larger and more experienced in the jewelry

business and much better at predicting consumer tastes. There is a somewhat

similar product that may be sufficient for the small demand because it serves
a
 similar purpose. Such a competing product may reduce the desirability of our

earring. Also, because other established jewelry companies will likely have

much larger amounts of capital than this company, we may find it very
difficult  infuse enough money to compete and make a profit.
(See "Competition").



(6) We have not secured a manufacturing source yet and may not be able to do

so.



A specific manufacturer has not been found as yet and may not be possible to

obtain at a reasonable price for the product.  Clip 'n Pierce does not intend

to do its own manufacturing and will be completely dependent on outside

companies for the production of its product. While the availability of a
company to produce the earrings may not be a problem, the cost of such

production may be too high to make mass marketing feasible. If the price of

the earrings cannot be at a level that would interest the potential consumer

then no sales will lose investor money.



(7)  Our market study may prove incorrect about the desirability of the

product.



The evaluation of the Company's products has been done solely by its officers

and directors. No independent analysis or study of its products has been done

by anyone engaged by Clip 'n Pierce. The investor is at risk if the company's

studies have overestimated the product's marketability.



(8)  We are liable for the safety of the product even though we are not

manufacturing it.



Although Clip 'n Pierce is not and does not intend to be involved in the
actual  manufacturing process (since we intend to use subcontracting
arrangements), there may be liability to the Company since we were responsible
for the design. The Company presently has no product liability insurance
coverage.  We believe  that this is appropriate at present considering the
nature of the product and the stage of development. There can be no assurance
that this decision will not result in consequent loss to us and therefore to
the investor. (See Business.")



(9)  Clip 'n Pierce is completely dependent on its management for the product

development.



The current management is the only personnel available to develop the product

and it is probable that we would not have sufficient capital to hire personnel

to continue the development of the product should management for any reason

cease or be unable to continue to work. Without personnel to replace officer

and director management the company could not continue to operate.



(10)  The investor has no say in the management of the company.



                                                                5


<PAGE>
The officers and directors own 95% of the company's common stock and will be
in a position to continue to control Clip 'n Pierce. Such close control may be

risky to the investor because the entire company's operation is dependent on a

very few people who could lose their ability, or interest in pursuing
the
company's operation.



(11) No cash dividends are anticipated in the foreseeable future.



Since Clip 'n Pierce does not anticipate that it will pay dividends the

investor will only profit by the increase in value of his shares.  Our

profits, if any, during the next several years will necessarily be used to

develop and possibly expand the product lines and business.



(12) There is no market for the common stock.



Even after the distribution of the shares there is no assurance a market will

develop. The common stock will not initially be traded on NASDAQ or any

Securities Exchange which may result in the risk of minimal liquidity of the

investment.



(13) Our stock may be low priced and therefore less liquid.



Because the company's common stock is likely to trade below $5.00 per share,
we are subject to the Securities enforcement and Penny Stock Reform Act of
1990 (the "Penny Stock Rules") . The Penny Stock Rules may adversely affect
the market liquidity for our common stock because broker-dealers trading in
Penny Stocks must, among other things:



      * Provide customers with a risk disclosure statement setting forth

        certain specified information prior to a purchase transaction;

      * Disclose to the customer inside bid quotation and outside offer

        quotation for this Penny Stock, or, in a principal transaction, the
        broker-dealer's offer price for the Penny Stock;

      * Disclose the aggregate amount of any compensation the broker-

        dealer receives in the transaction;

      * Disclose the aggregate amount of the cash compensation that any

        associated person of the broker-dealer, who is a natural person, will

        receive in connection with the transaction;

      * Deliver to the customer after the transaction certain information

        concerning determination of the price and market trading activity of

        the Penny Stock.



Non-stock exchange and non-NASDAQ stocks would not be covered by the

definition of penny stock for:

    (i)  issuers who have $2,000,000 tangible assets ($5,000,000 if the issuer

         has not been in continuous operation for three years);

    (ii) transactions in which the customer is an institutional accredited

         investor;

    (iii)transactions that are not recommended by the broker-dealer.


                                                                6



<PAGE>
                          PENNY STOCK RULE



The Securities and Exchange commission has adopted rule 15g-9 which

established the definition of a "penny stock", for the purposes relevant to

Clip 'n Pierce, as any equity security that has a market price of less than

$5.00 per share or with an exercise price of less than $5.00 per share,

subject to certain exceptions. For any transaction involving a penny stock,

unless exempt, the rules require:

     (1) that a broker or dealer approve a person's account for transactions

         in penny stocks: and

     (2) the broker or dealer receive from the investor a written agreement to

         the transaction, setting forth the identity and quantity of the penny

         stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the

broker or dealer must

     (1) obtain financial information and investment experience

         objectives of the person; and

     (2) make a reasonable determination that the transactions in penny stocks

         are suitable for that person and the person has sufficient knowledge

         and experience in financial matters to be capable of evaluating the

         risks of transactions in penny stocks. The broker or dealer must also

         deliver, prior to any transaction in a penny stock,

     (1) a disclosure schedule prepared by the Commission relating to the

         penny stock market, which, in highlight form,

     (2) sets forth the basis on which the broker or dealer made the

         suitability determination; and

     (3) that the broker or dealer received a signed, written agreement from

         the investor prior to the transaction. Disclosure also has to be made

         about the risks of investing in penny stocks

         in both public offerings and in secondary trading and about

     (1) the commissions payable to both the broker-dealer and the registered

         representative,

     (2) current quotations for the securities, and

     (3) the rights and remedies available to an investor in cases of fraud

         in penny stock transactions.

     (4) monthly statements have to be sent disclosing recent price

         information for the penny stock held in the account and information

         on the limited market in penny stocks.



(14)    Potential Future Sales Pursuant to Rule 144.  Of the 8,400,000 shares

of Clip 'n Pierce's common stock outstanding prior to this Offering, all are

"Restricted Securities," as that term is defined under Rule 144 promulgated

under the Securities Act of 1933 (the "Act").  In general, under Rule 144, a

person (or persons whose shares are aggregated) who has satisfied a one-year

holding period may sell, within  any three-month period, a number of shares

which does not exceed the greater of one percent of the then outstanding

shares of common stock or the average weekly trading volume during the four

calendar weeks prior to such sale.  Rule 144 also permits the sale of shares,

without any quantity limitation, by a person who is not an affiliate of the

Company and who has beneficially owned the shares a minimum period of two

years.  Hence, the possible sale of these restricted shares may, in the

future, dilute an investor's percentage of free-trading shares and may have a

depressive effect on the price of Clip 'n Pierce's common stock. No shares,

other than the 400,000 shares which are the subject of this registration can



                                                                7


<PAGE>
be sold free of restriction. All shares other than the 400,000 to be

distributed are held by affiliates and subjection to the restrictions of Rule

144. (See" Certain Transactions.")



(15)    Potential Anti-Takeover Effect of Authorized Preferred Stock.  The

Company is authorized to issue 20,000,000 shares of $0.001 par value preferred

stock with the rights, preferences, privileges and restrictions thereof to be

determined by the Board of Directors of Clip 'n Pierce. Preferred stock can

thus be issued without the vote of the holders of common stock. Rights could

be granted to the holders of preferred stock which could reduce the

attractiveness of Clip 'n Pierce as a potential takeover target, make the

removal of Management more difficult, or adversely impact the rights of

holders of common stock.  No preferred stock is currently outstanding, and we

have no present plans for the issuance of any shares of preferred stock.





(16)  Product Patent.  We have elected not to pursue a product patent at this

time until further development of the company's potential is explored. There

is risk that the product will be seen and copied and we will lose the

competitive edge.





                                                                8


<PAGE>
ITEM 7.  FINANCIAL STATEMENTS


                         CLIP 'N PIERCE FASHIONS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                            FINANCIAL STATEMENTS
                          AS OF MARCH 31, 2001

<PAGE>
                         CLIP 'N PIERCE FASHIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)



                                  CONTENTS
                                  --------


PAGE	1	INDEPENDENT AUDITORS' REPORT


PAGE	2	BALANCE SHEET AS OF MARCH 31, 2001 (UNAUDITED)
            AND DECEMBER 31, 2000


PAGE	3	STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001
		AND 2000 (UNAUDITED) AND FOR THE PERIOD FROM APRIL 14, 1999
		(INCEPTION) TO MARCH 31, 2001 (UNAUDITED)


PAGE	4	STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2001
		AND 2000 (UNAUDITED) AND FOR THE PERIOD FROM APRIL 14, 1999
		(INCEPTION) TO MARCH 31, 2001 (UNAUDITED)


PAGE	5	NOTES TO FINANCIAL STATEMENTS AS OF MARCH 31, 2001


                                                                9




<PAGE>
                         INDEPENDENT AUDITORS' REPORT
                         -----------------------------

To the Board of Directors of:
Clip 'N Pierce Fashions, Inc.


We have reviewed the accompanying balance sheet of Clip 'N Pierce, Inc. (a
development stage company) as of March 31, 2001 and the related statements of
operations and cash flows for the three months ended March 31, 2001 and 2000,
and for the period from April 14, 1999 (inception) to March 31, 2001, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.  All
information included in these financial statements is the representation of
the management of Clip 'N Pierce Fashions, Inc.

A review consists principally of inquires of company personnel and analytical
procedures applied to financial data.  It is substantially less in scope than
an audit in accordance with auditing standards generally accepted in the
United States of America, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.  Accordingly, we
do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to
be in conformity with accounting principles generally accepted in the United
States of America.




WEINBERG & COMPANY, P.A.



Boca Raton, Florida
May 7, 2001                                        1

                                                                10



<PAGE>
                         CLIP 'N PIERCE FASHIONS INC.
                        (A DEVELOPMENT STAGE COMPANY)
                               BALANCE SHEET
                           AS OF DECEMBER 31, 2000

                                   ASSETS
                                   ------

CURRENT ASSETS

<TABLE>
<CAPTION>
                                           March 31, 2001    December 31, 2000
                                            (Unaudited)        (Unaudited)
                                            --------------    ----------------
<S>                                       <C>                <C>
Cash                                       $      4,685       $      5,515
                                            --------------    ----------------
TOTAL ASSETS                               $      4,685       $      5,515
------------                               ===============   =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
CURRENT LIABILITIES
 Accrued expenses                                      -               1,100
                                                                    --------
	Total Liabilities                                -               1,100
STOCKHOLDERS' EQUITY
 Preferred stock, $0.001 par value,
  20,000,000 shares authorized,
  none issued and outstanding              $           -      $           -
 Common stock, $0.0001 par value,
  50,000,000 shares authorized,
  8,400,000 shares issued and
  outstanding                                       840                 840
 Additional paid-in capital                      19,256              13,256
 Deficit accumulated during
  development stage                             (15,411)             (9,681)
                                            --------------    --------------
     Total Stockholders' Equity                   4,685               4,415
                                            --------------    --------------

TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY   $     4,685              $  5,515
-----------------------------------------                            --------
</TABLE>
See accompanying notes to financial statements

                                       2

                                                                11


<PAGE>
                     CLIP 'N PIERCE FASHIONS, INC.
                     (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF OPERATIONS
                     ------------------------------
<TABLE>
<CAPTION>
                            For the Three  For the Three       For the
                            Months Ended   Months Ended        Period From
                            March 31,      March 31            April 14 1999
                            2001       ,   2000                (Inception) to
                            (Unaudited)   (Unaudited)          March 31, 2000
<S>                        <C>            <C>                 <C>
INCOME                      $        -     $        -          $          -
                            ------------   -------------       --------------
EXPENSES
  General and administrative       5,230             93                 6,782
  Organization Costs                 -              456                   456
  Accounting fees                    500          1,252                  6,782
                            ------------   -------------       --------------
TOTAL EXPENSES                    (5,730)        (1,345)              (13,855)
                            ------------   -------------       --------------
NET LOSS                     $    (5,730)  $     (1,345         $     (13,855)
                             ===========   =============       ===============
Net loss per common share -
basic and diluted             $      -      $       -       $             -
                              ==========     ===========    ==================
Weighted average shares
issued and outstanding -
basic and diluted              8,400,000       8,400,000             8,400,000
                              ==========     ===========    ==================
</TABLE>
See accompanying notes to consolidated financial statements
                                       3

                                                                12

<PAGE>
                            CLIP 'N PIERCE FASHIONS, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF CASH FLOWS
                           ------------------------------
<TABLE>
<CAPTION>
                            For the Three  For the Three       For the
                            Months Ended   Months Ended        Period From
                            March 31,      March 31            April 14 1999
                            2001       ,   2000                (Inception) to
                            (Unaudited)   (Unaudited)          March 31, 2000
<S>                        <C>            <C>                 <C>
CASH FLOWS FROM
  OPERATING
  ACTIVITIES:

Net loss                    $    (5,730)   $       (1,345)     $     (15.411)

Adjustments to reconcile
  net loss to net cash
  used in operating
  activities:

  Accrued Expenses               (1,100)              -                    -
                            ------------   -------------       --------------
  Net Cash Used In
  Operating Activities           (6,830)           (1,345)           (15,411)

CASH FLOWS FROM
  FOMAMCOMG ACTIVITIES:

Capital contributed by a
principal stockholder             6,000               -               18,800
Proceeds from common
stock issuance                      -                 -                  840
                            ------------   -------------       --------------
  Net Cash Provided By
   Financing Activities           6,000             5,000             19,256
                           ------------   ---------------     ----------------
NET INCREASE (DECREASE)
IN CASH                            (830)            3,655               4,685

CASH - BEGINNING OF PERIOD        5,515               840              20,096
                            ------------   -------------       --------------
CASH - END OF PERIOD       $      4,685             4,495               4,685
--------------------       ============   ===============     ================
</TABLE>
                                        4

                                                                13



<PAGE>
                        CLIP 'N PIERCE FASHIONS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                           AS OF MARCH 31, 2001
                        ------------------------------


 NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------     ------------------------------------------
(A) Organization and Description of Business

Clip 'N Pierce Fashions, Inc. (a development stage company) (the "Company")
was incorporated in Delaware on April 14, 1999.

The Company's principal stockholder designed a unique jewelry product to
bridge a gap between clip-on and pierced type jewelry products.  The design
was contributed to the Company at zero cost basis and the Company intends to
have the product manufactured by third party subcontractors and marketed
through jewelry stores and similar outlets.

The Company's activities during the development stage have included corporate
formation, stock issuance, product design and marketing studies.

For further information, refer to the financial statements and footnotes
included in the Company's Form 10-KSB.

NOTE 2     STOCKHOLDERS' EQUITY
------     --------------------
During the three months ended March 31, 2000 the Company received a capital
contribution of $5,000.
                                        5


                                                                14


<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

        ACCOUNTING AND FINANCIAL DISCLOSURE.



              None.





                                   PART II

                              OTHER INFORMATION



Item 1.  Legal Proceedings.



           None



Item 2.  Changes in Securities.



            None



Item 3.  Defaults Upon Senior Securities.



            None



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



            None



Item 5.  Other Information



            None



Item 6.   Exhibits and Reports on Form 8-K



         (a) (2)  Filed by reference; Form SB-2 filed July 12, 2000.

             (3)  Filed by reference; Form SB-2 filed July 12, 2000.

             (11) Statement re: Computation of per share earnings.





          (b)  There were no reports on 8-K.



                                  SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused

this report to be signed on its behalf by the undersigned, thereunto duly

authorized.



                                      CLIP 'N PIERCE FASHIONS, INC.





                                      BETTY N. MYERS

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

Date: 5/09/2001              By       BETTY N. MYERS
                                                                15