FORM 10-QSB

                        SECURITY AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


(Mark One)

         (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001.

         ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ______________________ to _____________________.

Commission file number:   0-24681


                             UNISERVICE CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           FLORIDA                                                65-0816177
--------------------------------------------------------------------------------
State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization                                Identification No.)

Carmencita 25, Suite 102, Las Condes, Santiago, Chile
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code:  (954) 766-7879


         Indicate by check mark whether the registrant (1) has 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 report(s), and (2) has been subject to such
filing requirements for the past 90 days.

Yes       [X]                      No       [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of September 30, 2001, there were 1,450,000 shares of Class A Common Stock,
par value $.0001 per share, and 1,400,000 shares of Class B Common stock, par
value $.0001 per share, outstanding.









<PAGE>



                             UNISERVICE CORPORATION



                                      INDEX





Part I.           Financial Information


Item 1.           Financial Statements (unaudited)


Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations


Part II.          Other Information










<PAGE>
                             UNISERVICE CORPORATION


                        CONSOLIDATED FINANCIAL STATEMENTS

                       SEPTEMBER 30, 2001 (UNAUDITED) AND
                                DECEMBER 31, 2000

























<PAGE>
                             UNISERVICE CORPORATION

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>

                              A S S E T S                       September 30, 2001        December 31, 2000
                                                                ------------------        -----------------
                                                                   (Unaudited)
<S>                                                             <C>                        <C>
Current Assets:
   Cash and cash equivalents                                    $         250,663          $        218,665
   Accounts receivable, net                                               145,210                    78,674
   Due from related parties                                               508,911                   385,508
   Other receivables                                                      236,452                   491,538
   Inventory                                                              565,819                   625,954
   Recoverable income taxes                                                21,962                    49,948
   Other current assets                                                    55,036                   159,299
                                                                -----------------          ----------------

         Total Current Assets                                           1,784,053                 2,009,586

Property and Equipment, net                                             9,008,903                 9,919,650
Intangibles, net                                                          198,437                   423,299
Deposits                                                                  461,657                   468,524
                                                                -----------------          ----------------

                                                                $      11,453,050          $     12,821,059
                                                                =================          ================

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Lines-of-credit                                              $         864,250          $        941,031
   Current maturities of long-term debt                                   211,370                   270,326
   Accounts payable and accrued expenses                                1,813,453                 2,837,973
   Current portion of deferred revenue                                    195,144                   195,144
                                                                -----------------          ----------------

         Total Current Liabilities                                      3,084,217                 4,244,474
                                                                -----------------          ----------------

Long-Term Liabilities:
   Long-term debt                                                         775,416                   922,493
   Deferred revenue, excluding current portion                            642,628                   867,163
                                                                -----------------          ----------------
                                                                        1,418,044                 1,789,656
                                                                -----------------          ----------------

Stockholders' Equity:
   Class A common stock                                                       145                       145
   Class B common stock                                                       140                       140
   Preferred stock                                                             -                         -
   Additional paid-in capital                                           8,707,155                 8,707,155
   Retained earnings                                                      318,601                   284,361
   Accumulated other comprehensive loss                                (2,075,252)               (2,204,872)
                                                                -----------------          ----------------

         Total Stockholders' Equity                                     6,950,789                 6,786,929
                                                                -----------------          ----------------

                                                                $      11,453,050          $     12,821,059
                                                                =================          ================

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                       1

<PAGE>
                             UNISERVICE CORPORATION

                      Consolidated Statements of Operations
<TABLE>
<CAPTION>


                                                                              Three Months Ended September 30,
                                                                       -----------------------------------------------
                                                                              2001                         2000
                                                                       -----------------------------------------------
                                                                           (Unaudited)                 (Unaudited)
<S>                                                                    <C>                          <C>
Revenues                                                               $        2,687,488           $        2,828,695
Cost of Operations                                                              1,195,073                    1,110,376
                                                                       ------------------           ------------------

Gross Profit                                                                    1,492,415                    1,718,319
                                                                       ------------------           ------------------

Selling and Administrative Expenses:
   Payroll and employee benefits                                                  558,142                      634,749
   Occupancy                                                                      301,297                      437,431
   Other selling and administrative                                               647,627                      787,642
                                                                       ------------------           ------------------

                                                                                1,507,066                    1,859,822
                                                                       ------------------           ------------------

Loss from Operations                                                              (14,651)                    (141,503)
                                                                       ------------------           ------------------

Other Income (Expenses):
  Other, net                                                                       55,266                       87,299
  Interest expense                                                                (39,005)                     (47,253)
                                                                       ------------------           ------------------

                                                                                   16,261                       40,046
                                                                       ------------------           ------------------

Net Income (Loss)                                                                   1,610                     (101,457)

Other Comprehensive Income:
   Foreign currency translation adjustment                                        253,322                      (71,595)
                                                                       ------------------           ------------------

Comprehensive Income (Loss)                                            $          254,932           $         (173,052)
                                                                       ==================           ==================


Weighted Average Common Shares Outstanding - Basic                              2,850,000                    2,831,250
                                                                       ==================           ==================
</TABLE>

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


                                       2

<PAGE>

                             UNISERVICE CORPORATION

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>



                                                                               Nine Months Ended September 30,
                                                                       -----------------------------------------------
                                                                              2001                         2000
                                                                       -----------------------------------------------
                                                                           (Unaudited)                 (Unaudited)
<S>                                                                    <C>                          <C>
Revenues                                                               $        8,286,095           $        8,765,056
Cost of Operations                                                              3,421,584                    3,365,966
                                                                       ------------------           ------------------

Gross Profit                                                                    4,864,511                    5,399,090
                                                                       ------------------           ------------------

Selling and Administrative Expenses:
   Payroll and employee benefits                                                1,841,412                    2,115,155
   Occupancy                                                                    1,247,009                    1,390,105
   Other selling and administrative                                             1,813,463                    2,445,187
                                                                       ------------------           ------------------

                                                                                4,901,884                    5,950,447
                                                                       ------------------           ------------------

Loss from Operations                                                              (37,373)                    (551,357)
                                                                       ------------------           ------------------

Other Income (Expenses):
  Other, net                                                                      224,831                      295,101
  Interest expense                                                               (153,218)                    (180,545)
                                                                       ------------------           ------------------

                                                                                   71,613                      114,556
                                                                       ------------------           ------------------

Net Income (Loss)                                                                  34,240                     (436,801)

Other Comprehensive Income:
   Foreign currency translation adjustment                                        129,620                     (452,578)
                                                                       ------------------           ------------------

Comprehensive Income (Loss)                                            $          163,860           $         (889,379)
                                                                       ==================           ==================


Weighted Average Common Shares Outstanding - Basic                              2,850,000                    2,831,250
                                                                       ==================           ==================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                       3

<PAGE>
                             UNISERVICE CORPORATION

                 Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>



                                     Class A       Class B         Additional                 Accumulated Other        Total
                                     Common        Common           Paid-in       Retained      Comprehensive      Stockholders'
                                      Stock         Stock           Capital       Earnings      Income (Loss)         Equity
                                      -----         -----           -------       --------      -------------         ------
<S>                                <C>           <C>            <C>             <C>            <C>               <C>
Balance at December 31, 2000       $        145  $         140  $    8,707,155  $     284,361  $    (2,204,872)  $    6,786,929

Net income (Unaudited)                        -              -               -         34,240                -           34,240

Foreign currency translation
  adjustment (Unaudited)                      -              -               -              -          129,620          129,620
                                   ------------  -------------  --------------  -------------  ---------------   --------------


Balance at September 30, 2001
  (Unaudited)                      $        145  $         140  $    8,707,155  $     318,601  $    (2,075,252)  $    6,950,789
                                   ============  =============  ==============  =============  ===============   ==============
</TABLE>


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


                                       4

<PAGE>
                             UNISERVICE CORPORATION

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>



                                                                                            Nine Months Ended
                                                                                               September 30,
                                                                       ------------------------------------------------------
                                                                                     2001                        2000
                                                                       ------------------------------------------------------
                                                                                 (Unaudited)                 (Unaudited)
<S>                                                                         <C>                        <C>
Cash Flows from Operating Activities:
   Net income (loss)                                                        $          34,240          $        (436,801)
   Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
     Depreciation and amortization                                                    309,887                    299,221
     Translation adjustment                                                           867,190                   (452,578)
     Changes in assets and liabilities:
       Decrease (increase) in:
         Accounts receivable, net                                                     (66,536)                   (30,329)
         Other receivables                                                            255,086                     66,150
         Inventory                                                                     60,135                     97,141
         Recoverable income taxes                                                      27,986                     61,334
         Other current assets                                                         104,263                      5,957
         Intangibles                                                                  224,862                     48,257
         Deposits                                                                       6,867                    (57,409)
       Increase (decrease) in:
         Accounts payable and accrued expenses                                     (1,024,520)                   (33,899)
         Deferred revenue                                                            (224,535)                   242,986
                                                                            -----------------          -----------------

Net Cash Provided by (Used in) Operating Activities                                   574,925                   (189,970)
                                                                            -----------------          -----------------

Cash Flows from Investing Activities:
   Acquisition of property and equipment                                             (136,710)                  (158,352)
                                                                            -----------------          -----------------
</TABLE>






                                       5


<PAGE>
                             UNISERVICE CORPORATION

                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>



                                                                                             Nine Months Ended
                                                                                                September 30,
                                                                       ------------------------------------------------------
                                                                                     2001                        2000
                                                                       ------------------------------------------------------
                                                                                 (Unaudited)                 (Unaudited)
<S>                                                                         <C>                        <C>
Cash Flows from Financing Activities:
   Net repayment of lines-of-credit                                         $        (76,781)          $        (251,747)
   Net (repayments) advances to related parties                                     (123,403)                    398,203
   Repayments of long-term debt                                                     (206,033)                   (117,637)
                                                                            ----------------           -----------------

Net Cash (Used in) Provided by Financing Activities                                 (406,217)                     28,819
                                                                            ----------------           -----------------

Increase (Decrease) in Cash and Cash Equivalents                                      31,998                    (319,503)

Cash and Cash Equivalents - Beginning of Period                                      218,665                     522,497
                                                                            ----------------           -----------------

Cash and Cash Equivalents - End of Period                                   $        250,663           $         202,994
                                                                            ================           =================


Supplemental Disclosure of Cash Flow Information:
   Cash paid during the period for interest                                 $        153,218           $         180,545

Supplemental Disclosure of Non-Cash
   Investing Activities:

Effect of inflation on Property Plant and Equipment                                  737,570                           -
</TABLE>



                                        6




<PAGE>
                             UNISERVICE CORPORATION

                   Notes to Consolidated Financial Statements

             (Unaudited) With Respect to September 30, 2001 and 2000



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization - Uniservice Corporation, ("Uniservice"), a Florida
         corporation, was incorporated in November 1997 as a holding
         company to acquire Inversiones e Inmobiliaria Kyoto, S.A.'s
         ("Kyoto") 99.97% interest in Kentucky Foods Chile, S.A. ("KyF").
         KyF is in the fast food service business and presently operates 31
         restaurants of which the majority are located in Santiago, Chile.
         These restaurants are operated pursuant to franchise agreements
         with Tricon Restaurants International, Inc. ("Tricon"), the parent
         company of Kentucky Fried Chicken International Holdings.

         Basis of Presentation - In August 1998, Uniservice acquired 99.97%
         of Kyoto's interest in KyF Chile in exchange for 1,399,900 shares
         of Class B common stock which occurred simultaneously with the
         closing of the initial public offering of Uniservice stock. In
         order to comply with Chilean law and the requirements of the
         Central Bank of Chile for foreign investments, two stock purchase
         agreements were effectuated at the time of the closing of the
         initial public offering of Uniservice stock whereby (i) Kyoto
         purchased 1,399,900 shares of Uniservice Class B common stock for
         $2.2 million, and (ii) Uniservice purchased Kyoto's 99.97%
         interest in Kentucky Foods Chile, S.A. for $2.2 million. At the
         completion of the transaction, KyF Chile became a majority owned
         (99.97%) subsidiary of Uniservice. The substance of this
         transaction is an exchange of shares between Uniservice and Kyoto
         which was accounted for by the pooling of interests method.

         On September 30, 2000, KyF was divided into three separate entities of
         which Uniservice owns a 99.97% interest in each. Kentucky Foods Chile
         Ltda., Uniservice's fast food service division, maintains the
         restaurant operations. Administradora de Equipos, Maquinarias y Rentas
         Inmobiliarias Ltda. contains all assets, including machinery, equipment
         and restaurant leases. Administradora de Servicios de Personal
         Millantue Ltda. maintains the administration division, which includes
         employee and personnel contracts. Collectively, Uniservice and its
         three operating subsidiaries are referred to as "KyF Chile" or the
         "Company".

         Principles of Consolidation - The accompanying consolidated
         financial statements include the accounts of Uniservice and its
         subsidiaries. All material intercompany accounts and transactions
         have been eliminated in consolidation.

                                        7

<PAGE>
                             UNISERVICE CORPORATION

       Notes to Supplemental Consolidated Financial Statements (Continued)



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

         Functional Currency - The consolidated financial statements have been
         translated in accordance with the provisions set forth in Statement of
         Financial Accounting Standards No. 52, from Chilean pesos (the
         functional currency) into U.S. dollars (the reporting currency). The
         exchange rate used at September 30, 2001 and at December 31, 2000 for
         assets and liabilities was 672.95 pesos to U.S. $1.00 and 573.73 pesos
         to U.S. $1.00, respectively. Stockholders' equity components are
         translated at historical rates. The weighted average exchange rates
         used during the nine months ended September 30, 2001 and the year ended
         December 31, 2000, respectively, for results of operations were 602.41
         pesos to U.S. $1.00 and 537.64 pesos to U.S. $1.00.

         The effects of exchange rate changes are reflected as a separate
         component of stockholders' equity.

         Earnings Per Common Share - Earnings per common share are based on the
         weighted average number of shares outstanding of 2,850,000 and
         2,830,000 for the periods ended September 30, 2001 and 2000,
         respectively. All warrants issued have exercise prices greater than the
         existing market value of the Company's stock and, therefore, are deemed
         anti-dilutive and are not components of earnings per share.




                                        8

<PAGE>
                             UNISERVICE CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                       CONDITION AND RESULTS OF OPERATIONS



GENERAL

The Company generates operating revenues in two ways: sales of products from
restaurant locations (approximately 93% of total revenues) and sales of coupon
books (approximately 7% of total revenues). Typically, business entities will
receive coupon books from the Company and give them to employees as incentives.
The coupon holders present the coupons to the individual restaurants, which will
subsequently bill the employer for the food purchased by the coupon holders.

The Company incurs costs primarily for raw food and paper supplies, which
represent approximately 41% of total revenues, as well as payroll and rent which
represent 22% and 15% of total revenues, respectively, for the three months
ended September 30, 2001.


NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2000

Results of Operations
---------------------

Gross revenues decreased from $8,765,056 for the nine months ended September 30,
2000 to $8,286,095 for the nine months ended September 30, 2001, a decrease of
$478,961. This decrease in sales for the nine months ended September 30, 2001
was prompted by economic conditions in Chile.

Cost of operations for the nine months ended September 30, 2001 increased
$55,618 from $3,365,966 for the nine months ended September 30, 2000 to
$3,421,584. The increase in cost of operations is principally attributable to an
increase in the number of restaurants in operation during the nine months ended
September 30, 2001.

Gross profit percentages decreased 3% for the nine months ended September 30,
2001 when compared to the nine months ended September 30, 2000, due to the
increase in costs of operations and decrease in revenues.

Payroll and employee benefits decreased to $1,841,412 for the nine months ended
September 30, 2001 from $2,115,155 for the nine months ended September 30, 2000.
This decrease of $273,743 is due to the economic restructuring of the Company
commenced in late 2000 to reduce costs.

Occupancy expense decreased from $1,390,105 for the nine months ended September
30, 2000 to $1,247,009 for the nine months ended September 30, 2001, a decrease
of $143,096, due to the restructuring of restaurant leases.

Selling and administrative expenses for the nine months ended September 30, 2001
were $1,813,463 compared to $2,445,187, for the nine months ended September 30,
2000, a decrease of $631,724 due to continuing restructuring which commenced
during late 2000.


                                       9
<PAGE>
                     UNISERVICE CORPORATION AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)



Other income (expenses) consisted of two major categories: other revenues and
interest expense. Their composition is as follows:

Other income includes advertising credits and refunds from vendors and suppliers
and amortization of deferred revenue arising from the ECUSA (PepsiCo franchise
and bottling company in Chile) exclusivity agreement. The decrease in this
category was from $295,101 for the nine months ended September 30, 2000 to
$224,831 for the nine months ended September 30, 2001, a change of $70,270. For
the nine months ended September 30, 2001, approximately $200,000 relates to the
amortization of deferred revenue and $25,000 relates to refunds and credits from
vendors.

The second category relates to interest expense paid to banks and leasing
companies, which decreased by $27,327 to $153,218 in September 30, 2001 from
$180,545 in September 30, 2000. The decrease is due primarily to the average
outstanding balance of debt during the related periods.

For the nine months ended September 30, 2001, the Company had net income of
$34,240 compared to a net loss of $436,801 for the nine months ended September
30, 2000. The increase was due to a reduction in payroll and employee benefits
and selling and administrative expenses.

Liquidity and Capital Resources
-------------------------------

At September 30, 2001, accounts receivable increased by $66,536 to $145,210 from
$78,674 at December 31, 2000, due to an increase in sales of food coupons.

Other receivables decreased to $236,452 at September 30, 2001 from $491,538 at
December 31, 2000, a decrease of $255,086, due to the collection of the final
installment due under the exclusivity agreement with ECUSA (the Chilean bottling
company representing PepsiCo).

Other current assets decreased to $55,036 at September 30, 2001 from $159,299 at
December 31, 2000, a decrease of $104,263, due to a decrease in sales taxes
receivable and other prepaid expenses.

As a result of various Chilean government incentives designed to promote
expansion and continued development of business in the country, the Company did
not incur Chilean income taxes in 2001 or 2000. Tax credits for acquisitions,
rapid acceleration of depreciation, and employee education have resulted in the
elimination of any current tax liability for the Company.

In September 2000, the Company entered into a seven-year agreement with ECUSA
requiring the exclusive use by the Company of Pepsi products for each of its
existing KFC(R) restaurants. Additionally, the agreement provides that each new
KFC(R) restaurant owned by the Company would also be subject to the same
agreement. In exchange for this exclusivity agreement, the Company received and
deferred approximately $1,300,000 net of tax, which is being recognized and


                                       10
<PAGE>
                     UNISERVICE CORPORATION AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


amortized ratably over a seven year period. For the period ended September 30,
2001, the Company recognized approximately $200,000 of the deferred revenue.

The Company utilizes bank lines-of-credit for periodic operational expenses. At
September 30, 2001, the Company had approximately $864,000 outstanding on its
$1,000,000 line-of-credit facility.

Seasonality
-----------

The Company generates the highest amount of sales during July and December. The
slowest month for sales is February, when many Chileans are on summer vacation.
The fourth quarter is normally the most profitable due to the cash rebates
received based on purchases from suppliers.







                                       11

<PAGE>
                             UNISERVICE CORPORATION



Part II: Other Information


ITEM 1:  Legal Proceedings
         None


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 Securities Holders
         None


ITEM 5:  Other Information


         The Company will hold a Special Meeting of its shareholders on December
4, 2001. At the Special Meeting the shareholders of the Company will be asked to
vote on the following matters:

         1.       the sale of substantially all the assets of Uniservice by
                  selling Uniservice's KFC operations and Chilean subsidiaries
                  pursuant to the terms of a stock purchase agreement between
                  Uniservice and Ricardo Vilensky,

         2.       to approve the issuance of in excess of 19.99% of the
                  presently issued and outstanding common stock of Uniservice
                  and change in control of Uniservice through a share exchange
                  in connection with the Company's acquisition of Associated
                  Automotive Group, Inc.,

         3.       to amend the Company's articles of incorporation to increase
                  its authorized capital stock from 30,000,000 shares to
                  87,000,000 shares, increasing its authorized class A common
                  stock to 80,000,000 shares;

         4.       to amend the Company's articles of incorporation to change its
                  name to Associated Automotive Group Incorporated; and

         5.       other business which may properly come before the Special
                  Meeting or any adjournment or postponement of the Special
                  Meeting.

         The Company has filed a definitive proxy statement with the Securities
and Exchange Commission dated November 8, 2001 in connection with the Special
Meeting. If the matters disclosed in the proxy are approved by the shareholders
of the Company, the Company intends to effectuate the stock purchase agreement
and share exchange shortly thereafter.


                                       12
<PAGE>
ITEM 6:  Exhibits and Reports on Form 8-K

         (a)    Exhibits required by Item 601 of Regulation S-B

         (b)    Reports on Form 8-K

                         On August 1, 2001 the Company filed a Current Report on
Form 8-K disclosing a Notice of Default received from Tricon Restaurants
International on June 12, 2001. This Notice of Default identified defaults in
the Company's wholly-owned subsidiaries' contractual obligations to Tricon
Restaurants International and stated a cure period within all defaults must have
been cured. The Company believes it has cured all defaults and Tricon
Restaurants International has not provided any further notice to the Company.

                         On August 7, 2001 and August 8, 2001 the Company filed
a Current Report on Form 8-K announcing that it had agreed in principle to
dispose of its KFC operations in Chile and to acquire Associated Automotive
Group, Inc., an exotic car dealership located in Delray Beach, Florida.






                                       13



<PAGE>
                                  SIGNATURE




         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned as duly authorized officers of the Registrant.



                              UNISERVICE CORPORATION AND SUBSIDIARIES





                              By:  /s/ Ricardo Vilensky
                              -------------------------
                              Ricardo Vilensky, President
                              and Chief Executive Officer





                              By:  /s/ Maurico Aquire
                              -----------------------
                              Mauricio Aguirre, Chief Financial Officer
                              (authorized Officer and Chief Accounting Officer)





DATED:        November 13, 2001




                                       14