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


                                   FORM 10-QSB

[X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                  For the quarterly period ended March 31, 1999

[ ]   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                 For the transition period from _____ to _____.

                        COMMISSION FILE NUMBER: 001-23407

                                  SURREY, INC.
             (Exact name of registrant as specified in its charter)

             Texas                                        74-2138564
(State or other jurisdiction of                        (I.R.S. Employer 
 incorporation or organization)                       Identification No.)

                              13110 Trails End Road
                              Leander, Texas 78641
                    (Address of principal executive offices)
                                 (512) 267-7172
              (Registrant's telephone number, including area code)

      Check whether the registrant: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes _X_   No ___

      On May 14, 1999, the registrant had 2,472,727 outstanding shares of common
stock, no par value.

      Transitional Small Business Disclosure Format (check one);
Yes ___   No _X_


<PAGE>


                                  SURREY, INC.

                                      INDEX


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

                 Statements of Operations for the Quarter and Three Months Ended
                 March 31, 1999 and March 31, 1998

                 Balance Sheet as of March 31, 1999 and December 31, 1998

                 Statements of Cash Flows for the Quarter and Three Months 
                 Ended March 31, 1999 and March 31, 1998

                 Notes to Financial Statements

Item 2.  Management's Discussion and Analysis or Plan of Operation


PART II - OTHER INFORMATION


SIGNATURES              


EXHIBITS


                                      -2-
<PAGE>


PART I:  ITEM 1.  FINANCIAL STATEMENTS


SURREY, INC.
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                   THREE MONTHS ENDED MARCH 31,
                                                     ------------------------
                                                       1999             1998
                                                     -------          -------
Net sales                                            $ 3,332          $ 1,902
Cost of sales                                        $ 2,762          $ 1,365
                                                     -------          -------

Gross profit                                         $   570          $   537

Operating expenses:
     Sales and marketing                             $   284          $   166
     General and administrative                      $   539          $   378
                                                     -------          -------

Total operating expenses                             $   823          $   544

Income (loss) from operations                        $  (253)         $    (7)

Other:
     Interest expense                                $  (112)         $   (32)
     Other income                                    $     0          $    25
                                                     -------          -------

Income (loss) before income taxes                    $  (365)         $   (14)

Income tax (benefit) provision                       $  (111)         $    (5)
                                                     -------          -------

Net Income (loss)                                    $  (254)         $    (9)
                                                     -------          -------

Basic and diluted earnings (loss) per share          $ (0.10)         $  0.00

Shares used in computing earnings per share:
     Basic                                             2,473            2,473
     Diluted                                           2,473            2,473


SEE ACCOMPANYING NOTES 


                                      -3-
<PAGE>


SURREY, INC
BALANCE SHEET
(IN THOUSANDS)
                                                        MARCH 31,   DECEMBER 31,
                                                          1999          1998
                                                        -------       -------
ASSETS
Current assets:
     Cash and cash equivalents                          $     0       $    77
     Accounts receivable                                $ 2,435       $ 1,713
     Inventories, net                                   $ 2,362       $ 2,232
     Prepaid expenses and other current assets          $   229       $   315
     Deferred income taxes                              $   146       $   182
     Income taxes receivable                            $   232       $   156
                                                        -------       -------

Total current assets                                    $ 5,404       $ 4,675

Property and equipment, net                             $ 4,110       $ 3,710
Deferred income taxes                                   $   250       $   178
                                                        -------       -------

Total assets                                            $ 9,764       $ 8,563
                                                        =======       =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Trade accounts payable                             $ 1,630       $ 1,159
     Accrued expenses                                   $   154       $   204
     Notes payable                                      $     0       $     0
     Current maturities of long-term debt               $   129       $   134
     Current maturities of capital lease obligations    $   210       $   208
                                                        -------       -------

Total current liabilities                               $ 2,123       $ 1,705

Long-term debt, less current maturities                 $ 4,274       $ 3,192
Capital lease obligations, less current maturities      $   331       $   376
Deferred income taxes                                   $     0       $     0

Commitments and contingencies

Shareholders' equity:

     Common stock; no par value                         $ 4,099       $ 4,099
     Common stock warrants                              $    64       $    64
     Retained deficit                                   $(1,127)      $  (873)
                                                        -------       -------

Total shareholders' equity                              $ 3,036       $ 3,290
                                                        -------       -------

Total liabilities and shareholders' equity              $ 9,764       $ 8,563
                                                        =======       =======


SEE ACCOMPANYING NOTES.


                                      -4-
<PAGE>


SURREY, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

                                                    THREE MONTHS ENDED MARCH 31,

                                                        1999          1998
                                                      -------       -------
OPERATING ACTIVITIES
Net income (loss)                                     $  (254)      $    (9)
Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
   Depreciation                                       $    87       $    61
   Changes in operating assets and liabilities:
   Accounts receivable                                $  (722)      $   264
   Inventories                                        $  (130)      $  (256)
   Prepaid expenses and other current assets          $    86       $  (238)
   Trade accounts payable                             $   471       $    37
   Accrued expenses                                   $   (50)      $  (202)
   Income taxes receivable/payable                    $  (112)      $    (5)
                                                      -------       -------

Net cash provided by (used in) operating activities   $  (624)      $  (348)

INVESTING ACTIVITIES
Acquisition of property and equipment                 $  (487)      $  (680)
                                                      -------       -------

Net cash used in investing activities                 $  (487)      $  (680)

FINANCING ACTIVITIES
Proceeds from issuance of notes payable               $   800       $     0
Payment of notes payable                              $     0       $  (895)
Proceeds from issuance of long-term debt              $   311       $     0
Payment of long-term debt                             $   (34)      $   (28)
Proceeds from capital lease obligations               $     7       $     0
Principal payments on capital lease obligations       $   (50)      $   (20)
Payment of deferred financing costs                   $     0       $   (22)
                                                      -------       -------

Net cash provided (used) by financing activities      $ 1,034       $  (965)

Net increase (decrease) in cash                       $   (77)      $(1,993)
Cash and cash equivalents, beginning of period        $    77       $ 3,066
                                                      -------       -------

Cash and cash equivalents, end of period              $     0       $ 1,073
                                                      =======       =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
   Interest                                           $   112       $    35
   Income taxes                                       $     0       $     0
Acquisition of property and equipment
      via issuance of capital leases                  $     7       $    22


SEE ACCOMPANYING NOTES


                                      -5-
<PAGE>


                                  SURREY, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999

1.    ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month periods ended March 31,
1999 and 1998 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1999. For further information, refer to the
financial statements and footnotes thereto included in the Surrey, Inc. annual
report on Form 10-KSB for the year ended December 31, 1998.


2.    EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share (in thousands, except per share data):
<TABLE>
<CAPTION>
                                                                       Three months ended
                                                                            March 31,
                                                                     ---------------------
                                                                       1999          1998
                                                                     -------       -------
<S>                                                                  <C>           <C>     
Numerator:

   Net income  (loss)                                                $  (254)      $    (9)

   Numerator for basic and diluted earnings (loss) per share -
      income (loss) available to common stockholders                 $  (254)      $    (9)
                                                                     =======       =======

Denominator:

   Denominator for basic earnings (loss) per share - weighted -
      average shares                                                   2,473         2,473
                                                                     -------       -------

   Denominator for diluted earnings (loss) per share - adjusted
      weighted - average shares and assumed conversions                2,473         2,473
                                                                     =======       =======

Basic earnings (loss) per share                                      $ (0.10)      $ (0.00)
                                                                     =======       =======

Diluted earnings (loss) per share                                    $ (0.10)      $ (0.00)

</TABLE>


                                      -6-
<PAGE>


Options to purchase 305,000 shares of common stock at $4.00 to $4.40 per share,
warrants to purchase 675,000 shares of common stock at $4.80 per share, and a
warrant to purchase 62,500 Units (consisting of two shares of common stock and
one redeemable common stock purchase warrant) at $9.75 per Unit were outstanding
during 1999 and 1998 but were not included in the computation of diluted
earnings per share because the exercise prices were greater than the average
market price of the common shares; therefor, the effect would be antidilutive.


3.    CONTINGENCIES

The Company is involved in certain claims arising in the normal course of
business. An estimate of the possible loss resulting from these matters cannot
be made; however, the Company believes that the ultimate resolution of these
matters will not have a material adverse effect on its financial position or
results of operations.


4.    LONG-TERM DEBT

As of March 31, 1999, the Company was not in compliance with a certain financial
covenant specified in their term loan and line of credit agreements. The Company
has received a waiver from the lender for such violation.


                                      -7-
<PAGE>


PART I:  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

            The following discussion and analysis provides information that
management believes is relevant to an assessment and understanding of the
Company's level of operation and financial condition. This discussion should be
read with the financial statements appearing in Part I, Item 1 of this report.

RESULTS OF OPERATIONS

            NET SALES. Net sales for the Company reflect total sales less cash
discounts and estimated returns. Net sales increased to $3,332,000 for the three
months ended March 1999 from $1,902,000 for the three months ended March 1998,
an increase of 75.2%. This substantial increase is primarily attributable to the
opening order shipments (initial shipment of products to stock stores shelves)
for two major accounts, Bath and Body Works glycerine soap and Minnetonka Brands
"Star Wars" soap project for retail distribution. Now that the Company's
expansion is complete and all of the new manufacturing equipment is on-line and
fully operational, the Company's sales staff has been able to begin marketing
new product lines to take full advantage of the new manufacturing facilities.
Therefore, the Company expects increased sales during each quarter of 1999.

            GROSS PROFIT. Gross profit increased for the three months ended
March 1999 to $570,000 from $537,000 for the comparable three month period in
1998. Gross profit margin for the same period decreased from 28.2% in 1998 to
17.1% in 1999. This decrease in gross profit margin is attributed to the build
up of materials and the hiring of additional production workers to fully staff
three production shifts required to enter into full production for the Bath and
Body Works and Minnetonka Brands soap projects. Full production was achieved in
March 1999. The Company expects that the new expansion and the installation of
more labor efficient production equipment, coupled with increased sales, will
allow the Company to reap the benefits of improved economy's of scale with the
gross profit margin showing continued improvement throughout 1999.

            In addition, the Company also expects that profit margins will
improve in 1999 with increased sales of new higher margin product lines,
particularly the scented candle product line.

            OPERATING EXPENSES. Operating expenses in the first three months of
1999 increased by 52.2%, but decreased as a percentage of net sales; $828,000
(or 24.9% of net sales) in 1999, as compared to $544,000 (or 28.6% of net sales)
for the comparable period in 1998. Operating expenses increased due to increased
sales efforts, but decreased as a percentage of net sales primarily because the
significant increase in net sales had a positive effect on the ratio of net
sales to fixed operating expenses. The Company expects this favorable trend in
the ratio between net sales and fixed operating expenses to continue throughout
1999.

            The increase in sales and marketing expenses from $166,000 (or 8.7%
of net sales) in 1998 to $284,000 (or 8.6% of net sales) in 1999 was due mainly
to increased advertising and increased sales commissions, based on increased
sales.

            General and administrative expenses increased from $378,000 (or
19.9% of net sales) in 1998 to $544,000 (or 16.3% of net sales) for 1999,
primarily due to increased salaries for sales and marketing personnel.

            INTEREST EXPENSE. Interest expense of $112,000 (3.4% of net sales)
in March 1999 increased significantly as compared to $32,000 (1.7% of net sales)
in March 1998. This increase is due to the Company's increased borrowings in
connection with its expansion. Increased interest obligations resulted as the
Company increased its long-term debt to fund the new facility expansion,
incurred lease financing of $2,000,000 for new manufacturing equipment, and
increased its short-term borrowings for working 


                                      -8-
<PAGE>


capital purposes related to increased sales efforts.

LIQUIDITY AND CAPITAL RESOURCES

            The Company's primary sources of liquidity, other than proceeds of
the Company's 1997 initial public offering ("IPO") which were fully expended in
1998, are cash flow from operations, bank borrowings, and lease financing.

            In April 1998, the Company entered into a loan agreement with Chase
Bank of Texas, National Association ("Lender") to provide (a) a
construction/term loan in the principal amount of $2,300,000 ("Term Loan") with
a final maturity in April 2005, and (b) a revolving line of credit to be used
for working capital purposes in the amount of the lesser of 80% of eligible
accounts receivable or $1,000,000 ("Revolving Note") which would allow the
Company to borrow, repay, and reborrow until its final maturity in April 2000.
The entire Term Loan has been drawn.

            On January 25, 1999, the Company and the Lender amended the Loan
Agreement to provide for an additional term loan of $400,000 with a maturity of
February 2004 ("Additional Term Loan"). Such amendment also provided for an
increase in the amount available under the Revolving Note to include the lesser
of 80% of eligible accounts receivable or $2,000,000. As of March 31, 1999, the
Company had no remaining excess borrowing capacity under the Revolving Note and
had fully drawn down the Additional Term Loan.

            Effective March 31, 1999, the Company and the Lender again amended
the Loan Agreement to provide for reduced financial covenants, in particular the
debt to tangible net worth ratio and the debt service coverage ratio.

            The interest on each of the Term Loan, the Additional Term Loan and
the Revolving Note will, at the Company's option, float at either the lender's
Prime Rate or the LIBOR Rate (London Interbank Offering Rate) plus the LIBOR
margin, which will range from 1.75% to 2.25% depending on the Company's debt to
tangible net worth ratio. Currently, the Company has elected to pay interest at
the LIBOR Rate plus LIBOR margin on the Term Loan, which interest rate was 7.25%
as of May 12, 1999. The Company elected to pay interest at the Prime Rate on the
Revolving Note and the Additional Term Loan, which interest rate was 7.75% as of
May 12, 1999. The Company and Lender have also entered into an interest rate
risk management program for the term loans, pursuant to which the Company and
Lender entered into an ISDA Agreement (International Swap Dealers Association)
intended to hedge the interest rate fluctuations on the Term Loan and Additional
Term Loan. Overdue amounts on the loans are payable at a past due rate of
interest. The loans are secured by a lien on the Company's plant, equipment,
inventory, and accounts receivable.

            Interest on each of the Term Loan, the Additional Term Loan and the
Revolving Note is payable monthly. Under the amended Loan Agreement, the Company
is required to pay down the Revolving Note and maintain a zero balance for 30
consecutive days once during the period after April 9, 1999 and prior to
maturity in April 2000. Principal on the Term Loan is payable in monthly
installments which began on January 8, 1999 of approximately $9,500 per month,
increasing to approximately $12,700 per month after April 2001.

            Among other requirements, the Loan Agreement, as amended, currently
contains the following covenants, which are tested quarterly: the Company must
maintain (a) a current ratio of not less than 1.50 to 1.00; (b) a debt to
tangible net worth ratio not greater than (i) 2.00 to 1.00 as of March 31, 1999,
and (ii) 1.75 to 1.00 as of the end of each calendar quarter thereafter; and (c)
a debt service coverage 


                                      -9-
<PAGE>


ratio of not less than (i) 1.00 to 1.00 for the quarter ending June 30, 1999,
based on the results of operations for the 1999 calendar year to date, (ii) 1.25
to 1.00, as of September 30, 1999, based on yearly operations to date, and (iii)
2.00 to 1.00, as of December 31, 1999 and each calendar quarter thereafter,
based on results of operations for the previous four calendar quarters. At March
31, 1999, the Company was in compliance with the covenant set forth in item (a)
above, but was not in compliance with item (b), its required debt to tangible
net worth ratio. The Lender has waived such non-compliance for first quarter of
1999. Item (c), the debt service coverage ratio, is not tested for first
quarter.

            The Loan Agreement, as amended, also limits indebtedness by the
Company, restricts borrowing under certain equipment leases to $2,000,000,
restricts the Company from making or incurring capital expenditures exceeding
$2,000,000 in any 12 month period, restricts indebtedness in connection with
acquisition of equipment to $200,000 and limits sales of assets. The Loan
Agreement also restricts the Company from making any dividends or distributions
on its capital stock unless net income equals or exceeds $2,000,000,
repurchasing or redeeming any capital stock (other than pursuant to the terms of
the Company's Warrants, provided no default would occur under the bank loans),
paying any bonus or other non-salary compensation, replacing its President or
Chief Financial Officer, or entering into certain related party transactions
without prior written consent of Lender.

            The Company used approximately $1,191,000 of the aggregate Term Loan
proceeds to repay loans to Norwest Bank of Texas, and the Company used
approximately $1,109,000 to finance the expansion of its plant and facility. The
Company used approximately $1,200,000 of the Revolving Note for working capital,
including payment of vendors and payroll expense. In addition, the Company used
approximately $300,000 for down payments on manufacturing and production
equipment and the balance for general working capital needs. The Company used
the proceeds of the Additional Term Loan to finance the 1999 facility expansion,
remodel approximately 5,000 square feet of existing space into a soap curing
area, and for reimbursement of expenses relating to the construction of a candle
room. All periodic payments on all such loans are to be paid out of future cash
flows generated by the Company.

            The Company leases certain pieces of its manufacturing equipment
pursuant to capital leases. The capital leases currently in effect have maturity
dates ranging from dates during 1999 to 2002. Such leases, some of which are
personally guaranteed by the current and former Chief Executive Officers of the
Company, provide that if no event of default exists thereunder the Company may
purchase the equipment subject to the lease at the expiration of the lease or
may renew the lease.

            The Company has a lease line of credit (the "KCCI Lease Line of
Credit") with Key Corporate Capital, Inc. ("KCCI") which allows for a $1,562,000
leasing line of credit. The equipment currently leased under this agreement
includes two poured soap lines dedicated to manufacturing glycerin soap, four
high speed wrapping machines and one candle making line. The Company began
drawing on the KCCI Lease Line of Credit in August 1998 and had drawn the entire
amount by December 1998. The Chief Executive Officer of the Company has
personally guaranteed the KCCI Lease Line of Credit. Payments under this line
are approximately $288,400 per year or $24,000 per month.

            The Company relied on a capital lease line of credit from Winthrop
Resources, Inc. (the "Winthrop January 1999 Lease Line of Credit") in the amount
of $477,000 to finance one traditional soap making line. The Company has fully
utilized this line of credit. Payments under the Winthrop January 1999 Lease
Line of Credit are approximately $180,000 per year or $15,000 per month.

            The Company has recently purchased and installed four 10,000 gallon
storage containers to store the Company's key raw materials. To finance the
purchase of the bulk storage containers and 


                                      -10-
<PAGE>


related construction, the Company drew on a Winthrop Resources, Inc. Capital
Lease Line of Credit in the amount of approximately $300,000 ("Winthrop March
1999 Lease Line of Credit"). Payments under the Winthrop March 1999 Lease Line
of Credit are approximately $10,000 per month for 36 months, beginning April
1999.

            In March 1999, the Company entered into a lease line of credit with
Amembal Capital Corporation (the "Amembal Capital March 1999 Lease Line of
Credit") in the total amount of approximately $416,000 to finance three poured
soap lines dedicated to manufacturing glycerin soap and required to complete the
1999 expansion. Payments under the Amembal Capital March 1999 Lease Line of
Credit are approximately $70,900 per year or $5,900 per month.

            The Company announced on November 23, 1998 that it received a major
letter of commitment from Bath & Body Works, a wholly owned subsidiary of The
Limited, Inc., to purchase Company products. In such letter, Bath & Body Works
notified the Company of its intention to purchase approximately 10,000,000 bars
of glycerin specialty soap products in the 12 month period beginning January 1,
1999. During the first quarter, the Company received and shipped orders for
approximately $1 million of product from Bath & Body Works. The Company shipped
the first delivery of ordered product on February 1, 1999, approximately two
weeks ahead of schedule.

            As previously reported, to accommodate the current and expected
purchase orders from Bath & Body Works, the Company constructed additional
warehouse space and remodeled existing space into a soap curing area, at a cost
of approximately $380,000, and acquired additional equipment. To finance such
additional equipment, the Company drew approximately $560,000 on its lease line
of credit with KCCI and approximately $477,000 under its lease line of credit
with Winthrop.

            The Company currently anticipates that it may be required to borrow
approximately $500,000 during second quarter in additional working capital to
finance anticipated sales. The Company has begun discussions with its lender to
acquire such capital.

            The Company believes that cash expected to be provided by future
operations and its current and anticipated bank loans and financing leases will
be sufficient to meet its working capital and anticipated capital expenditure
requirements at least over the next 12 months. However, the Company may seek
additional working capital financing if net sales increase more than currently
anticipated.

FORWARD LOOKING INFORMATION

            Statements contained in this report regarding the Company's future
operations, future performance and results, the Company's ability to meet its
working capital needs and the anticipated liquidity, increased sales, and the
reduction of labor costs as a percentage of net sales are forward-looking and
therefore are subject to certain risks and uncertainties.

            Any forward-looking information regarding the operations of the
Company will be affected by the Company's ability to efficiently manage and
operate its facility as expanded (particularly its costs of operations), the
continued receipt of large orders from the Company's significant customers
including Bath & Body Works, the Company's ability to successfully and
efficiently manufacture and deliver product to Bath & Body Works in a timely
manner, the ability of the Company to secure additional working capital, and the
Company's general ability to successfully increase its marketing and sales
efforts in order to take advantage of its increased production facilities. Any
forward looking information regarding an increase of the Company's gross profit
margin also will be affected by the Company's ability to implement its strategy
of focusing on the sales of higher margin products as well 


                                      -11-
<PAGE>


as the Company's ability to efficiently utilize its expanded facilities. There
can be no assurance that the Company will be successful in efficiently managing
its growth in order to maximize potential production.


PART II:    OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            The Company is, from time to time, involved in legal proceedings
arising in the normal course of its business. No such current proceeding is
expected to result in any material loss to the Company.


ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS  -  None


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES  -  None


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  -  None

            [The Company's Annual Meeting is held in its second fiscal quarter.]


ITEM 5.     OTHER INFORMATION  -  None


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (a)   Exhibit 10.15 - Third Amendment of Loan Agreement, March 31,
                                  1999, between the Company and Chase Bank of 
                                  Texas, National Association, as lender.

                  Exhibit 27 - Financial Data Schedule.

            (b)   The Company filed no Reports on Form 8-K during the reporting
                  period.


                                      -12-
<PAGE>


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.


                                       SURREY, INC.
                                       (Registrant)



Date:  May 13, 1999                    By: /s/ MARTIN VAN DER HAGEN     
                                           -----------------------------------
                                               Martin van der Hagen
                                               President


                                       By: /s/ MARK VAN DER HAGEN       
                                           -----------------------------------
                                               Mark van der Hagen
                                               Chief Financial Officer


                                      -13-