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

                                   Form 10-KSB


[x]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT
         OF 1934

                   For the fiscal year ended December 31, 2000

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

              For the transition period from _________ to _________
              Commission file number 001-13559
                                     ---------

                      Restaurant Teams International, Inc.
                 (Name of small business issuer in its charter)

             Texas                                         75-2337102
(State of other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

911 N.W. Loop 281, Suite 111, Longview, Texas                  75604
  (Address of principal executive offices)                  (Zip Code)

                    Issuer's telephone number: (903) 295-6800

Securities registered under Section 12(b) of the Exchange Act:

 Title of each class                 Name of each exchange on which registered

                                      None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.01
                                (Title of class)


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[ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of  Regulation  S-B is not  contained in this form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The Issuer's revenues for the most recent fiscal year:  $5,911,971.

Part III, Items 9 through 12, of Form 10KSB will be incorporated by reference to
the Issuer's  definitive  proxy statement for its annual meeting of shareholders
to be held in July 2001.

The  aggregate  market  value of  common  stock  held by  non-affiliates  of the
registrant  based on the sale trade price of the common stock as reported on the
OTC-BB on April 12, 2000 was $2,333,379.  For purposes of this computation,  all
officers,  directors,  and 10% beneficial  owners of registrant are deemed to be
affiliates.  Such  determination  should  not be deemed an  admission  that such
officers,  directors or 10%  beneficial  owners are, in fact,  affiliates of the
registrant.  Number of shares  outstanding  of each of the  Issuer's  classes of
common stock, as of April 12, 2000: 38,889,663 shares of common stock, par value
$.01.

Transitional Small Business Disclosure Format:  Yes [ ]  No [X]


<PAGE>

                                     PART I

Item 1.  DESCRIPTION OF BUSINESS

History

         Restaurant  Teams  International,  Inc.  (the  "Company")  is  a  Texas
corporation.  The Company originally was incorporated as a Delaware  corporation
on May 9, 1990, under the name "Bosko's,  Inc. On November 9, 1992, the Bosko's,
Inc.  name was  changed to Fresh'n  Lite,  Inc.  and on  September  15, 1998 the
Company  changed its name to Restaurant  Teams  International,  Inc. in order to
more  properly  reflect  management's  desire  to  position  the  Company  as  a
restaurant holding company.

         In October 1995, the Delaware  corporation merged into its wholly-owned
subsidiary,  FNL,  Inc.,  a Texas  corporation.  FNL,  Inc.  was  the  surviving
corporation in the merger. FNL, Inc. then changed its name to Fresh'n Lite, Inc.
The purpose of the merger was to convert the Delaware  corporation  into a Texas
corporation.

         The Company was formed in connection  with the creation of a restaurant
in  Marshall,  Texas,  which was named  Bosko's 3 N 1 D-Lite.  In the past,  the
Company  has  operated  restaurants  in the  Texas  cities of  Marshall,  Tyler,
Longview,  Nacogdoches and Texarkana.  Each of these restaurants has been closed
or sold as the Company has developed its  restaurant  concept and as the Company
has focused on middle class urban markets in the Dallas/Fort Worth  metropolitan
area.

         On  February  9, 2000 the  Company  acquired  substantially  all of the
assets of Hartan,  Inc. and it's  subsidiaries  out of chapter 11 bankruptcy for
$325,000 in cash and a $125,000 indemnity  agreement.  The assets consisted of 8
Tanner's  restaurants in the Atlanta,  GA market. The company  subsequently sold
one of the units to the chains founder, Rick Tanner, under a licensing agreement
and the  remaining  stores where sold to three buyers for an aggregate  purchase
price of $575,000. The Company no longer holds rights to the Tanner's franchises
or company owned stores.

         On March 16, 2000 the Company acquired Regulatory Solutions, Inc. (RSI)
in  an  equity  transaction  for  $3,100,000.  RSI  is a  workplace  safety  and
governmental   regulation  compliance  specialty  firm  with  expertise  in  the
restaurant,   manufacturing,   oil  &  gas,  and  construction  industries.  The
principals of RSI  subsequently  filed a lawsuit  against the Company  seeking a
rescission of the aforementioned  transaction.  This lawsuit is still pending in
Dallas District Court. The Company believes that this lawsuit is without merit.

Company Business - Restaurant Segment

         The Company currently  operates one full-service  restaurant located in
the Texas city of The Colony under the name Street Talk Cafe.

         The Company's  restaurant  offers a variety of food items,  including a
wide selection of sandwiches, salads, pizzas, steaks, seafood, Tex-Mex and other
food items and desserts.

         The  majority of the  Company's  food items are prepared to order using
fresh meats,  cheeses, and vegetables.  While the restaurant offers full-service
casual  dining,  the menus are  designed to permit quick food  preparation.  The
restaurant offers take-out service.

         The key strategic elements of the Street Talk Cafe concept are:

o    Providing  guests  a broad  menu  with 50% of the  "tie  breakers"  of each
     segment in low fat, yet good tasting versions to enhance frequency;

o    Pricing  menu  offerings  at  levels  comparable  to  other  casual  dining
     restaurants while providing more wholesome and consistent selections;

o    Selecting,  training and motivating cast members to enhance customer dining
     experiences by delivering a level of service that is a product unto itself;

o    Reinforcing  perceived  value through  unique  concept  elements to provide
     guests with a superior "total dining"  experience in a fun and entertaining
     atmosphere.


                                       2

<PAGE>

Menu

         The menu features a wide variety of entrees  including  chicken,  ribs,
sandwiches,  salads, pizzas, steaks,  seafood,  Tex-Mex and special dinner items
and desserts that have nonfat or low-fat content.

         The  Company  targets  urban   white-collar   markets  and  focuses  on
increasing  customer value by providing more wholesome and consistent  offerings
than other  casual  dining  restaurants  at  comparable  prices in a relaxed and
entertaining atmosphere.

         The Company's  strategy is to continually  deliver broad menu appeal by
offering patrons  selections from all dining segments in good tasting  versions.
In  addition,  the  Company's  efforts to assure  the broad  appeal of its menu,
combined with its emphasis on affordability and food quality,  promotes frequent
return visits by restaurant guests.

         To  accomplish  these  objectives,  the  Company  identifies  the "tie"
breaking and "forerunner" products in each restaurant segment.  Management feels
these "best sellers" are the single most important reason guests select a casual
dining  restaurant.  The Company  offers about 50% of its  selections in low-fat
versions.

         Dinner  entrees  presently  range in price  from  $6.95 to  $10.95.  An
assortment of sandwiches, baked potatoes, salads, burgers, soups and pizza round
out the menu. The concept uses the same menu for lunch and supper.

Competition

         The Company's  restaurants  operate in the casual dining segment of the
foodservice industry.  This segment is estimated to be $36 billion per year with
another  $10  billion   estimated  in  the  Bar  and  Grill   segment.   Brinker
International  operates more brands in the casual dining  segment than any other
company with a total of seven different concepts.

         Casual operators agree that continued  expansion of core concepts and a
more aggressive  pursuit of acquisitions are the two prevailing trends that will
characterize the casual-theme segment in the near term.

         Despite the  category's  maturation,  wide spread labor  shortages  and
competitive  saturation  in dozens of  suburban  markets,  leading  casual-theme
operators are confident there is plenty of room for domestic expansion.

         Fragmentation  is happening in the casual  segment.  Casual Diners have
historically  tried to be all things to all people by carrying Tex-Mex,  steaks,
ribs, and a bar. Today,  if people want steak,  they will go to operators in the
steak house niche like Outback or Lone Star. If they want Mexican,  they will go
to El Chico or Rio Bravo.

PENDING ACQUISITION

         The Company is in the process of acquiring  Kelly's Coffee and Fudge, a
California  based   franchisor  of  gourmet  coffee  and  fudge  outlets.   This
acquisition is being made through a Chapter 11 bankruptcy  reorganization and is
subject to court approval. The Company hopes to complete this acquisition by the
end of April or early May 2001.

         Additionally,   the  Company  is  targeting  a  number  of   additional
acquisitions within the restaurant industry. Management is currently seeking the
capital  necessary  to  proceed  forward  with  one or  more  of  it's  targeted
acquisitions.

Terminated Acquisition

         Over the course of the year 2000, the Company  terminated  it's efforts
to acquire the Fatburger chain of restaurants.  This  termination  resulted in a
charge to  earnings of  $4,156,632,  which were costs that had  previously  been
capitalized as acquisition costs.

Employees

         Registrant  employed  46  persons  as of April 11,  2001,  including  4
executive and office personnel and 42 restaurant operational managers and staff.


                                       3

<PAGE>

Item 2: DESCRIPTION OF PROPERTY

Restaurant Locations

         The following  table provides  information  with respect to each of the
Company's  restaurant  properties.   The  Dallas,  Texarkana,  The  Colony,  and
Richardson buildings are owned, with a lease on the land.

         Location                         Square Feet     Lease Expiration Date
         --------                        -------------    ---------------------

         Dallas, Texas...............    4,500 sq. ft.    February 21, 2015
         Longview,                       2,500 sq. ft.    October  31,  2001
         Texas.......................
         The Colony, Texas...........    4,700 sq. ft.    October 15, 2017
         Richardson, Texas ..........    4,700 sq. ft.    December 15, 2017
         Texarkana, Texas............    3,600 sq. ft.    November 30, 2006

         The Company no longer operates  restaurants in the Dallas,  Richardson,
and Texarkana  locations.  The Dallas and  Richardson  facilities  are leased to
other operators.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None







                                       4
<PAGE>

                                     PART II

Item 5:  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The  Company's  Common Stock began  trading on the OTC  Bulletin  Board
under the  symbol  FLTT on May 9,  1997.  Such  symbol  was  changed  to RTIN in
September  1998. The following  table sets forth for the quarters  indicated the
high  and low bid  prices  of the  Company's  Common  Stock as  reported  by the
National Quotation Bureau, Inc. The prices reflect inter-dealer prices,  without
retail  mark-up,   mark-down  or  commissions  and  may  not  represent   actual
transactions.

                                    1999                   High          Low
            ---------------------------------------      -------       -------

            First Quarter..........................      $  3.19       $  1.50
            Second Quarter.........................         2.59          1.13
            Third Quarter..........................         1.68           .74
            Fourth Quarter.........................         1.00           .26


                                    2000                   High          Low
            ---------------------------------------      -------       -------

            First Quarter .........................      $  1.16       $   .34
            Second Quarter ........................          .84           .34
            Third Quarter........................            .46           .095
            Fourth Quarter......................             .28           .03

         As of  December  31,  2000,  the  Company  estimates  that  there  were
approximately  1000  beneficial  owners  of  the  Company's  Common  Stock,  and
approximately 250 holders of record.

Item 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS ON PLAN OF OPERATION

Forward-Looking Statements

         This Annual Report on Form 10-KSB includes  forward-looking  statements
within the meaning of Section 27A of The Securities Act of 1933, as amended (the
Securities  Act),  and Section 21E of the  Securities  Exchange Act of 1934,  as
amended  (the   Exchange   Act),   which  can  be   identified  by  the  use  of
forward-looking  terminology such as may, believe,  expect, intend,  anticipate,
estimate or  continue or the  negative  thereof or other  variations  thereon or
comparable terminology.  All statements other than statements of historical fact
included in this Form  10-KSB,  are  forward-looking  statements.  Although  the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements  are  reasonable,  it can give no  assurance  that  such  statements,
including  certain risks and  uncertainties  that could cause actual  results to
differ materially from the Company's  expectations  (Cautionary  Statements) are
disclosed in this Form 10-KSB. Important factors that could cause actual results
to  differ  materially  from  those  in the  forward-looking  statements  herein
include,  but are not  limited  to,  the  newness of the  Company,  the need for
additional  capital and additional  financing,  the Company's limited restaurant
base, lack of geographic diversification, the risks associated with expansion, a
lack  of   marketing   experience   and   activities,   risks  of   franchising,
seasonability,  the  choice  of site  locations,  development  and  construction
delays, need for additional personnel, increases in operating and food costs and
availability  of  supplies,   significant   industry   competition,   government
regulation,  insurance  claims and the ability of the Company to meet its stated
business goals. All subsequent written and oral  forward-looking  ___ statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by the Cautionary Statements.

         The following  discussion  of the results of  operations  and financial
condition should be the Financial  Statements and related Notes thereto included
herein.



                                       5
<PAGE>

Overview

The Company was  organized in June 1990 as Bosko's,  Inc.  under the laws of the
State of  Delaware.  In November  1992 the  Company  changed its name to Fresh'n
Lite,  Inc.,  and in November 1995 the Company  merged into a Texas  corporation
also  bearing the name  Fresh'n  Lite,  Inc. On  September  15, 1998 the Company
changed its name to  Restaurant  Teams  International,  Inc. to more  accurately
reflect the  direction  management  is taking with  respect to  positioning  the
Company as a  multi-concept  holding  company.  The Company  currently  owns and
operates one Street Talk Cafe  restaurant in The Colony,  Texas,  and Regulatory
Solutions, Inc. of Dallas, Texas.

Results of Operations

Comparison of Year Ended December 31, 1999 and December 31, 2000.

         Revenues.  Operating  revenues for fiscal year ended  December 31, 1999
were $2,438,537, with an operating loss of $694,792.

         Operating  revenues  for  fiscal  year  ended  December  31,  2000 were
$5,911,971, a 242% increase from 1999, with an operating loss of $5,587,997. The
242% increase in revenues  over 1999 is attributed to the Company's  acquisition
and operation of the Tanner's restaurant chain during the majority of 2000.

         Costs and  Expenses.  Costs and  expenses  for the  fiscal  year  ended
December 31, 2000  increased by $8,366,639 or 367% to $11,499,968 as compared to
$3,133,329  for the  corresponding  period ended  December  31,  1999.  This was
primarily due to the costs associated with operating the Tanner's restaurants in
Atlanta,  GA and  the  write  off  of the  Fatburger  and  Regulatory  Solutions
acquisition and other costs.  General and Administrative Costs in 2000 decreased
by 214% to $476,742  as  compared  to  $1,019,247  in 1999.  This  decrease  was
primarily  due  to  the  previous  years   development  of   infrastructure   in
anticipation  of the future growth and  acquisitions.  Interest  expense in 2000
decreased by $108,035 to $698,677 from $806,712 in 1999.

         Net  Income.  The  Company  had a net loss for the  fiscal  year  ended
December 31, 2000 of $8,783,018 compared to net loss of $694,792 for fiscal year
ended December 31, 1999, representing ($.24) and ($.30) per share, respectively.
The net loss in 1999 was primarily  due to the closing of the  Company's  Street
Talk Cafe operations and the loss on sale of assets  associated with the sale of
the Company's Addison restaurant.  The net loss in 2000 is attributed greatly to
the charge off of the expenses associated with the Fatburger acquisition and the
write off of the Regulatory Solutions acquisition costs and bad debt.


Liquidity and Capital Resources

         Historically,  the Company has required  capital to fund the operations
and capital expenditure requirements of its Company-owned restaurants.

         The Company is  currently  operating  out of cash flow from  operations
however, management has determined that an immediate infusion of capital will be
required for the Company to maintain it's  operations and to be in a position to
make the acquisitions which have been targeted.

         The  Company's  principal  capital  requirements  are  the  funding  of
acquisitions.





                                       6
<PAGE>

Item 7.  FINANCIAL STATEMENTS




                      Restaurant Teams International, Inc.
                              Financial Statements
                           As of December 31, 2000 and
                          Years Ended December 31, 1999
                   Without the Report of Independent Auditors









<PAGE>

                      Restaurant Teams International, Inc.

                              Financial Statements


                           As of December 31, 2000 and
                          Years Ended December 31, 1999




                                    Contents
Financial Statements

Balance Sheet ...............................................................F-2
Statements of Operations ....................................................F-4















<PAGE>
<TABLE>
<CAPTION>

                      Restaurant Teams International, Inc.
                            Condensed Balance Sheets

                                                          Dec. 31,        Dec. 31,
                                                            2000           1999
                                                         Unauditted
<S>                                                     <C>            <C>
ASSETS

CURRENT ASSETS
  Cash                                                  $    49,431    $     2,521
  Trade accounts receivable                                   1,970              0
  Inventories                                                32,676         13,690
  Prepaid Expenses                                                0         18,657
  Marketable Securities                                      33,659              0
  Federal Income Tax Receivable                              38,030         38,030
                                                        -----------    -----------
                           Total Current Assets             155,766         72,898

PROPERTY AND EQUIPMENT, net                               2,849,016      3,608,114

GOODWILL, net                                               145,617              0

OTHER ASSETS
  Assets Held for Sale, net                                 497,842      1,844,586
  Acquisition Cost of Fatburger (Pending)                         0      3,861,632
  Debenture Issuance Costs, net                              24,970         62,150

TOTAL ASSETS                                              3,673,211      9,449,380



                                      F-2

<PAGE>

                      Restaurant Teams International, Inc.
                      Condensed Balance Sheets - Continued


LIABILITIES AND SHAREHOLDERS EQUITY

CURRENT LIABILITIES
  Accounts Payable                                          349,814         76,324
  Accrued Expenses and Other Liabilities                    982,848        430,997
  Income Taxes Payable                                            0         10,000
  Current Portion of Long Term Debt                         719,380        719,380
                                                        -----------    -----------
                            Total current liabilities     2,052,042      1,236,701

LONG TERM DEBT, net of current portion                    1,103,038      1,328,276

DEFERRED LIABILITIES                                         24,819         24,819

SHAREHOLDERS EQUITY
  Preferred Stock                                                 0              0
  Preferred Stock Series A                                1,999,920              0
  Common Stock                                              218,424        149,416
  Additional Paid In Capital                             12,096,407      8,921,535
  Treasury Stock                                           (761,150)      (761,150)
  Dividend Distribution                                    (966,341)             0
  Accumulated Deficit                                   (12,093,948)    (3,311,120)
  Notes Receivable - Related Parties                              0       (366,743)
                                                        -----------    -----------
                            Total Stockholders Equity       493,312      4,631,738

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                 3,673,211      9,449,380

</TABLE>



                                      F-3

<PAGE>
<TABLE>
<CAPTION>

                      Restaurant Teams International, Inc.
                        Condensed Statement of Operations

                                                              Dec. 31, 2000  Dec. 31, 1999
                                                                Unauditted
<S>                                                            <C>            <C>
REVENUES
  Restaurant Sales                                               4,998,395      2,323,537
  Regulatory Services                                              629,246              0
  Rental Income                                                    284,330        115,000
                                                               -----------    -----------
                        Total Revenues                           5,911,971      2,438,537

OPERATING COSTS AND EXPENSES
  Cost of sales                                                  1,483,679        674,209
  Labor and benefits                                             2,440,321        612,605
  Other operating expenses                                       1,019,529        388,191
  General & Administrative Expenses                                476,742      1,019,247
  Bad Debt Expense                                                 498,070              0
  Depreciation & Amortization Expenses                             403,347        298,139
  Write-down and impairment of assets                                    0        140,938
  Acquisition Costs                                              4,156,632              0
  Inventory write-down                                              80,000              0
  Goodwill impairment                                              743,256              0
  Write-off cash advanced                                          198,392              0
                                                               -----------    -----------
                        Total Operating Costs & Expenses        11,499,968      3,133,329

                        Operating Income (Loss)                 (5,587,997)      (694,792)

NON-OPERATING (INCOME) EXPENSE
  Interest Expense                                                 698,677        806,712
  Loss on sale of assets                                         2,491,890        502,202
  Other income                                                       4,454              0
  Acquisition costs                                                      0        288,288
                                                               -----------    -----------
                        Total Non-Operating Income (Expense)     3,195,021      1,597,202

LOSS BEFORE INCOME TAXES                                        (8,783,018)    (2,291,994)

INCOME TAX BENEFIT                                                       0         46,790

NET LOSS                                                        (8,783,018)    (2,245,204)

NET LOSS PER COMMON SHARE, basic & diluted                           (0.24)         (0.30)


</TABLE>


                                      F-4

<PAGE>


                               Part III. EXHIBITS

Items 9 through 12. To be set forth in Registrant's  definitive  proxy statement
for its annual meeting to be held in July 2001.

Item 13.  ExhibitsPart III.  EXHIBITS

         (a)  Hereafter  set forth as exhibits to the Form 10-KSB of  Restaurant
Teams  International,  Inc and  incorporated  by  reference  are  the  following
exhibits:

------------------------- ------------------------------------------------------
    No. as per
Part III of Form 1A                 Description of Exhibit
------------------------- ------------------------------------------------------

     2.1*                 Articles of Incorporation

     2.21+                Amendment to Articles of Incorporation

     2.22+                Articles of  Amendment

     2.3*                 By-Laws

     3.1                  Warrant Agreement filed as an exhibit to the Company's
                          Form 10-KSB dated February 28, 1997

     6.1**                Primary  Distribution  Agreement  dated as of February
                          17, 1995, by and between Consolidated Companies,  Inc.
                          on the one hand and Fresh'n Lite Inc. on the other

     6.3CE**              Restaurant Lease dated as of September 15, 1997 by and
                          between USRP (Midon),  LLC on the one hand and Fresh'n
                          Lite, Inc. on the other

     6.4CE**              Ground  Lease  dated as of  February  21,  1995 by and
                          between Peter D. Fonberg  Investments  on the one hand
                          and Fresh'n Lite, Inc. on the other

     6.6CE**              Ground Lease  Agreement  dated as of April 11, 1997 by
                          and between Robert M. Farrell Development, Ltd. on the
                          one hand and Fresh'n Lite, Inc. on the other

     6.8CE**              1997 Incentive Stock Option Plan

     6.9**                Franchise Agreement dated as of October 1, 1995 by and
                          between Fresh'n Lite, Inc. on the  one  hand  and F'NL
                          Investments, LLC on the other

     6.10CE**             Lease with Option to Purchase  dated as of October 15,
                          1993 by and between Connor Patman and Steve and Ann M.
                          Raffaelli  on the one hand and Fresh'n  Lite,  Inc. on
                          the other

     6.11CE+              Sub-Lease  dated as of November 2, 1998 by and between
                          Restaurant Teams International,  Inc. and the one hand
                          and Zeke's Grill, Inc. on the other

*    Previously filed as an exhibit to the Company's  Registration  Statement on
     Form 10-SB (File No.  001-13559)  filed with the  Securities  and  Exchange
     Commission on November 10, 1997.

**   Filed as a paper exhibit to the Company's Form 10-SB filed October 23, 1997
     and filed in electronic format as exhibits to Amendment No. 1 to Form 10-SB
     filed June 25, 1998 and incorporated herein by reference.

+    Filed  herewith




                                       7

<PAGE>

                                   SIGNATURES

     The undersigned  registrant hereby amends and restates its Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2000.

     In accordance with Section 13 or 15(d) of the Securities  Exchange Act, the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized, this 16th day of April, 2001.


                                   Registrant


                                   By: /s/ Stanley L. Swanson
                                      ----------------------------------
                                      Stanley L. Swanson
                                      Chairman of the Board of Directors
                                       and Chief Executive Officer


     In accordance  with the Exchange Act, this  amendment has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates  indicated.In  accordance with the Exchange Act, this amendment has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

April 16, 2001


                                   By: /s/ Curtis A. Swanson
                                      --------------------------
                                      Curtis A. Swanson, Director
                                      Vice President and Chief Financial Officer






                                       8