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 Quarter Ended June 30, 2005

                                       or

[ ]  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 000-51074

                           SILVER RIVER VENTURES, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             NEVADA                                              74-3078125
-------------------------------                             --------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

           19       East 200 South, Suite #1080, Salt Lake City, Utah 84111
                    (Address of principal executive offices)

                                 (801) 322-3401 (Issuer's telephone number)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

            Class                               Outstanding as of June 30, 2005
-----------------------------                   -------------------------------
Common Stock, $.001 par value                           1,999,975

Transitional Small Business Disclosure Format (Check one):   Yes [ ]     No [X]


<PAGE>
<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

Heading                                                                                                    Page
-------                                                                                                    ----
                                                    PART I - FINANCIAL INFORMATION

<S>  <C>                                                                                                    <C>
Item 1.      Financial Statements.....................................................................      3

                  Balance Sheets - June 30, 2005 (unaudited) and December 31, 2004....................      4

                  Statements of Operations - six months ended June 30, 2005 and 2004 and
                    the period from inception on June 28, 1984 to June 30, 2005 (unaudited)...........      6

                  Statements of Stockholders' Equity (Deficit) - for the period June 28, 1984
                    to June 30, 2005 (unaudited)......................................................      7

                  Statements of Cash Flows - six months ended June 30, 2005 and 2004 and
                    the period from inception on June 28, 1984 to June 30, 2005 (unaudited)...........      9

                  Notes to Financial Statements ......................................................     11

Item 2.      Management's Discussion and Analysis or Plan of Operations...............................     12

Item 3.      Controls and Procedures..................................................................     13


                                                      PART II - OTHER INFORMATION

Item 1.      Legal Proceedings........................................................................     14

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds..............................     14

Item 3.      Defaults Upon Senior Securities..........................................................     14

Item 4.      Submission of Matters to a Vote of Securities Holders....................................     14

Item 5.      Other Information........................................................................     14

Item 6.      Exhibits and Reports on Form 8-K.........................................................     14

             Signatures...............................................................................     15
</TABLE>


                                      -2-
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements

     The accompanying balance sheets of Silver River Ventures,  Inc. at June 30,
2005 and December 31, 2004,  related  statements  of  operations,  stockholders'
equity  (deficit) and cash flows for the six months ended June 30, 2005 and 2004
and the period June 28, 1984 (date of  inception)  to June 30,  2005,  have been
prepared by  management  in conformity  with United  States  generally  accepted
accounting principles. In the opinion of management,  all adjustments considered
necessary for a fair  presentation  of the results of  operations  and financial
position have been included and all such  adjustments are of a normal  recurring
nature.  Operating  results  for  the  period  ended  June  30,  2005,  are  not
necessarily  indicative  of the results that can be expected for the fiscal year
ending December 31, 2005.







                           SILVER RIVER VENTURES, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                       June 30, 2005 and December 31, 2004





                                      -3-
<PAGE>


                           SILVER RIVER VENTURES, INC.
                          (A Development Stage Company)
                                 Balance Sheets


                                     ASSETS
                                     ------

                                                     June 30,    December 31,
                                                       2005          2004
                                                    -----------   ----------
                                                    (Unaudited)
CURRENT ASSETS

Cash                                                $      --     $     --
                                                    -----------   ----------
  Total Current Assets                                     --           --
                                                    -----------   ----------

  TOTAL ASSETS                                      $      --     $     --
                                                    ===========   ==========







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


                                      -4-
<PAGE>


                           SILVER RIVER VENTURES, INC.
                          (A Development Stage Company)
                           Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                    June 30,     December 31,
                                                      2005          2004
                                                  -----------    -----------
                                                  (Unaudited)
CURRENT LIABILITIES

  Accounts payable                                $     3,626    $     5,443
  Due to stockholder                                   37,708         22,457
                                                  -----------    -----------

   Total Current Liabilities                           41,334         27,900
                                                  -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock; 100,000,000 shares authorized at
  $0.001 par value, 1,999,975 shares
  issued and outstanding, respectively                  2,000          2,000
Contributed capital                                   332,467        331,372
Deficit accumulated during the development
stage                                                (375,801)      (361,272)
                                                  -----------    -----------
    Total Stockholders' Equity (Deficit)              (41,334)       (27,900)
                                                  -----------    -----------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
     (DEFICIT)                                    $      --      $      --
                                                  ===========    ===========







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


                                      -5-
<PAGE>

<TABLE>
<CAPTION>
                           SILVER RIVER VENTURES, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)


                                         For the                       For the                From
                                      Three Months                   Six Months           Inception on
                                         Ended                          Ended               June 28,
                                        June 30,                      June 30,            1984 through
                               --------------------------    --------------------------      June 30,
                                   2005           2004           2005          2004            2005
                               -----------    -----------    -----------    -----------    -----------
<S>                            <C>            <C>            <C>            <C>            <C>
REVENUES                       $      --      $      --      $      --      $      --      $      --

EXPENSES

  General and administrative         6,877            785         13,602          4,658        373,189
                               -----------    -----------    -----------    -----------    -----------
NET LOSS FROM OPERATIONS            (6,877)          (785)       (13,602)        (4,568)      (373,189)

OTHER EXPENSES

  Interest expense                    (437)          (438)          (927)          (809)        (2,612)
                               -----------    -----------    -----------    -----------    -----------
    Total Other Expenses              (437)          (438)          (927)          (809)        (2,612)
                               -----------    -----------    -----------    -----------    -----------

NET LOSS                       $    (7,314)   $    (1,223)   $   (14,529)   $    (5,467)   $  (375,801)
                               ===========    ===========    ===========    ===========    ===========

BASIC NET LOSS PER SHARE       $     (0.00)   $     (0.00)   $     (0.01)   $     (0.00)
                               ===========    ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING          1,999,975      1,999,975      1,999,975      1,999,975
                               ===========    ===========    ===========    ===========
</TABLE>








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


                                      -6-
<PAGE>

<TABLE>
<CAPTION>

                           SILVER RIVER VENTURES, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
                                                                                 Deficit
                                                                               Accumulated
                                            Common Stock         Additional    During the
                                     -------------------------    Paid-in      Development
                                        Shares       Amount       Capital         Stage
                                     -----------   -----------   -----------   -----------

<S>                                   <C>          <C>           <C>           <C>
Balance at inception of the
the development stage on
June 28, 1984                               --     $      --     $      --     $      --

Common stock issued for
services on September 30,
1985 at $1.16 per share                  275,488           275       319,725          --

Net loss for the period June
28, 1984 through December 31, 1998          --            --            --        (320,000)
                                     -----------   -----------   -----------   -----------
Balance, December 31, 1998               275,488           275       319,725      (320,000)

Common stock issued for
services on February 17,
1999 at $1.16 per share                    2,580             3         2,997          --

Net loss for the year ended
December 31, 1999                           --            --            --          (9,000)
                                     -----------   -----------   -----------   -----------
Balance, December 31, 1999               278,068           278       322,722      (329,000)

Common stock issued for
services on January 30,
2000 at $0.003 per share               1,721,907         1,722         4,278          --

Capital contributed for expenses
paid by shareholder                         --            --           1,912          --

Net loss for the year ended
December 31, 2000                           --            --            --          (1,912)
                                     -----------   -----------   -----------   -----------
Balance, December 31, 2000             1,999,975         2,000       328,912      (330,912)

Capital contributed for expenses
paid by shareholder                         --            --             200          --

Net loss for the year ended
December 31, 2001                           --            --            --            (200)
                                     -----------   -----------   -----------   -----------
Balance, December 31, 2001             1,999,975   $     2,000   $   329,112   $  (331,112)
                                     -----------   -----------   -----------   -----------
</TABLE>








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

                                      -7-
<PAGE>


<TABLE>
<CAPTION>

                           SILVER RIVER VENTURES, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
                                                                                    Deficit
                                                                                  Accumulated
                                               Common Stock         Additional    During the
                                        -------------------------    Paid in      Development
                                           Shares        Amount       Capital        Stage
                                        -----------   -----------   -----------   -----------
<S>                                       <C>         <C>           <C>           <C>
Balance, December 31, 2001                1,999,975   $     2,000   $   329,112   $  (331,112)

Net loss for the year ended
December 31, 2002                              --            --            --          (8,115)
                                        -----------   -----------   -----------   -----------
Balance, December 31, 2002                1,999,975         2,000       329,112      (339,227)

Services contributed by
officers and directors                         --            --             160          --

Net loss for the year ended
December 31, 2003                              --            --            --          (6,555)
                                        -----------   -----------   -----------   -----------
Balance, December 31, 2003                1,999,975         2,000       329,272      (345,782)

Services contributed by
officers, directors and a shareholder          --            --           2,100          --

Net loss for the year ended
December 31, 2004                              --            --            --         (15,490)
                                        -----------   -----------   -----------   -----------
Balance, December 31, 2004                1,999,975         2,000       331,372      (361,272)

Services contributed by officers,
directors and a shareholder
(Unaudited)                                    --            --           1,095          --

Net loss for the six months ended
June 30, 2005 (Unaudited)                      --            --            --         (14,529)
                                        -----------   -----------   -----------   -----------
Balance, June 30,                         1,999,975   $     2,000   $   332,467   $  (375,801)
2005 (Unaudited)                         ==========    ==========    ==========    ==========

</TABLE>




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


                                      -8-
<PAGE>

<TABLE>
<CAPTION>
                           SILVER RIVER VENTURES, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

                                                                                  From
                                                                              Inception on
                                                 For the Six Months Ended       June 28,
                                                         June 30,             1984 Through
                                                --------------------------     June 30,
                                                    2005          2004            2005
                                                -----------    -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                             <C>            <C>            <C>
  Net loss                                      $   (14,529)   $    (5,467)   $  (375,801)
  Adjustments to reconcile net
   cash used by operating activities:
  Common stock issued for services                     --             --          329,000
  Services contributed by stockholders                1,095             85          5,467
 Changes in operating assets and liabilities:
  Increase (Decrease) in accounts payable            (1,817)          (800)         3,626
  Increase in due to shareholder                     15,251          6,182         37,708
                                                -----------    -----------    -----------
  Net Cash Used by
   Operating Activities                                --             --             --
                                                -----------    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES                   --             --             --
                                                -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES                   --             --             --
                                                -----------    -----------    -----------
NET DECREASE IN CASH                                   --             --             --

CASH AT BEGINNING OF PERIOD                            --             --             --
                                                -----------    -----------    -----------
CASH AT END OF PERIOD                           $      --      $      --      $      --
                                                ===========    ===========    ===========

</TABLE>




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


                                      -9-
<PAGE>



                           SILVER RIVER VENTURES, INC.
                          (A Development Stage Company)
                      Statements of Cash Flows (continued)
                                   (Unaudited)


                                                                        From
                                                                    Inception on
                                         For the Six Months Ended     June 28,
                                                June 30,           1984 Through
                                         ------------------------     June 30,
                                            2005         2004          2005
                                         ----------   ----------   -----------

SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION

CASH PAID FOR:

    Interest                             $     --     $     --     $     --
    Income Taxes                         $     --     $     --     $     --


NON CASH FINANCING ACTIVITIES

  Common stock issued for services       $     --     $     --     $  329,000
  Services contributed by stockholders   $    1,095   $       85   $    5,467







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


                                      -10-
<PAGE>

                           SILVER RIVER VENTURES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2005 and December 31, 2004


NOTE 1 - CONDENSED FINANCIAL STATEMENTS

          The  accompanying  financial  statements  have  been  prepared  by the
          Company without audit.  In the opinion of management,  all adjustments
          (which include only normal recurring adjustments) necessary to present
          fairly the financial position, results of operations and cash flows at
          June 30, 2005 and 2004 and for all periods presented have been made.

          Certain  information  and footnote  disclosures  normally  included in
          financial statements prepared in accordance with accounting principles
          generally accepted in the United States of America have been condensed
          or omitted. It is suggested that these condensed financial  statements
          be read in conjunction with the financial statements and notes thereto
          included  in  the  Company's   December  31,  2004  audited  financial
          statements.  The results of operations  for the periods ended June 30,
          2005 and 2004 are not necessarily  indicative of the operating results
          for the full years.

NOTE 2 -  GOING CONCERN

          The  Company's  financial  statements  are prepared  using  accounting
          principles   generally  accepted  in  the  United  States  of  America
          applicable to a going concern which  contemplates  the  realization of
          assets  and  liquidation  of  liabilities  in  the  normal  course  of
          business.  The Company has not yet  established  an ongoing  source of
          revenues  sufficient  to cover  its  operating  costs  and allow it to
          continue as a going concern. The ability of the Company to continue as
          a going concern is dependent on the Company obtaining adequate capital
          to fund operating losses until it becomes  profitable.  If the Company
          is  unable  to obtain  adequate  capital,  it could be forced to cease
          operations.

          In order to continue as a going concern,  the Company will need, among
          other things,  additional  capital  resources.  Management's  plans to
          obtain such  resources for the Company  include (1) obtaining  capital
          from  management and significant  shareholders  sufficient to meet its
          minimal  operating  expenses,  and (2)  seeking out and  completing  a
          merger with an existing operating company. However,  management cannot
          provide  any  assurances  that  the  Company  will  be  successful  in
          accomplishing any of its plans.

          The ability of the Company to continue as a going concern is dependent
          upon its ability to successfully accomplish the plans described in the
          preceding  paragraph and eventually  secure other sources of financing
          and  attain   profitable   operations.   The  accompanying   financial
          statements do not include any  adjustments  that might be necessary if
          the Company is unable to continue as a going concern.


                                      -11-
<PAGE>
Item 2.       Management's Discussion and Analysis or Plan of Operations

     The following  information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-QSB.
--------------------------------------------------------------------------------
     We are considered a development stage company with no assets or capital and
with no material  operations  or income.  Ongoing  expense,  including the costs
associated  with the preparation  and filing of our  registration  statement and
periodic  reports are being paid for by advances  from  shareholders,  which are
evidenced in our financial statements as accounts  payable-related  party. It is
anticipated  that we will require only nominal capital to maintain our corporate
viability and  necessary  funds will most likely be provided by our officers and
directors in the immediate future.  However, unless we are able to facilitate an
acquisition  of or  merger  with an  operating  business  or are able to  obtain
significant  outside financing,  there is substantial doubt about our ability to
continue as a going concern.

Results of Operations

     We incurred a loss of $14,529  during the six month  period  ended June 30,
2005  compared  to a loss of $5,467  during  the  comparable  2004  period.  The
increased  loss for the 2005  period is  primarily  attributed  to the legal and
accounting costs associated with finalizing our registration  statements and the
periodic reports required under the Securities Exchange Act of 1934.

     We incurred a loss of $7,314  during the three month  period ended June 30,
2005  compared  to a loss of $1,223  during  the  comparable  2004  period.  The
increased  loss for the 2005  period is  primarily  attributed  to the legal and
accounting costs associated with finalizing our registration  statements and the
periodic reports required under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

     During the six months  ended June 30,  2005,  our  expenses  were paid by a
shareholder.  We  expect  to  continue  to  rely on the  shareholder  to pay our
expenses,  because we have no cash  reserves or sources of revenues,  until such
time that we complete a merger with or  acquisition  of an  existing,  operating
company.  There  is no  assurance  that  we  will  complete  such  a  merger  or
acquisition  or that  the  shareholder  will  continue  indefinitely  to pay our
expenses.

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material effect on our operations until such time as we successfully complete an
acquisition  or merger.  At that time,  management  will  evaluate  the possible
effects of inflation on our business and operations.

Plan of Operation

     During the next 12 months,  we intend to actively seek out and  investigate
possible business opportunities for the purpose of possibly acquiring or merging
with one or more business ventures.  We do not intend to limit our search to any
particular industry or type of business.

     Because we lack funds,  it may be necessary  for our officers and directors
to either  advance funds or to accrue  expenses  until such time as a successful
business  consolidation  can be made.  Management  intends to hold expenses to a
minimum and to obtain  services on a contingency  basis when possible.  Further,
our directors will defer any  compensation  until such time as an acquisition or
merger can be  accomplished  and will  strive to have the  business  opportunity
provide  their   remuneration.   However,  if  we  engage  outside  advisors  or
consultants  in its search for  business  opportunities,  it may be necessary to
attempt to raise additional  funds. As of the date hereof,  we have not made any
arrangements or definitive  agreements to use outside advisors or consultants or
to raise any capital.

                                      -12-
<PAGE>

     In the  event  we need to  raise  capital,  most  likely  the  only  method
available  to us would be the private sale of our  securities.  Because we are a
development  stage  company,  it is unlikely that we could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There  can be no  assurance  that we  will  be able to  obtain
additional funding when and if needed, or that such funding,  if available,  can
be obtained on acceptable terms.

     We do not  intend to use any  employees,  with the  possible  exception  of
part-time  clerical  assistance  on an  as-needed  basis.  Outside  advisors  or
consultants  will be used only if they can be obtained  for minimal cost or on a
deferred payment basis.  Management is confident that it will be able to operate
in this manner and to continue its search for business  opportunities during the
next twelve months.  Management  further  believes that we will not have to make
any equipment purchases in the immediate future.

Net Operating Loss

     We  have   accumulated   approximately   $39,000  of  net  operating   loss
carryforwards  as of December  31, 2004.  This loss carry  forward may be offset
against  taxable income and income taxes in future years and expires in the year
2024.  The use of these losses to reduce  future income taxes will depend on the
generation  of  sufficient  taxable  income prior to the  expiration  of the net
operating loss carryforwards.  In the event of certain changes in control, there
will be an annual  limitation on the amount of net operating loss  carryforwards
which can be used. No tax benefit has been reported in the financial  statements
for the year ended  December  31,  2004  because  it has been fully  offset by a
valuation  reserve.  The use of future tax benefit is undeterminable  because we
presently have no operations.

Forward-Looking and Cautionary Statements

     This report contains certain forward-looking  statements.  These statements
relate to future events or our future  performance and involve known and unknown
risks and  uncertainties.  Actual  results  may differ  substantially  from such
forward-looking statements, including, but not limited to, the following:

     o   our ability to search for an appropriate  business  opportunity  and to
         subsequently acquire or merge with such entity;
     o   to meet our cash and working capital needs;
     o   our ability to maintain our corporate existence as a viable entity; and
     o   other risks detailed in our periodic report filings with the SEC.

     In some cases, you can identify  forward-looking  statements by terminology
such as "may," "will" "should,"  "expects,"  "intends," "plans,"  "anticipates,"
"believes," "estimates," "predicts," "potential," "continue," or the negative of
these terms or other comparable terminology.

     These  statements  are  only  predictions.  Although  we  believe  that the
expectations  reflected in the  forward-looking  statements are  reasonable,  we
cannot   guarantee   future   results,   levels  of  activity,   performance  or
achievements.

Item 3.        Controls and Procedures.

     As of the end of the period  covered  by this  report,  we  carried  out an
evaluation,  under the  supervision  and with the  participation  of management,
including our chief executive officer and principal  financial  officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as  defined  in Rules  13a-15(e)  and  15d-15(e)  of the  Securities
Exchange Act of 1934.  Based upon that evaluation,  our chief executive  officer


                                      -13-
<PAGE>

and principal  financial  officer  concluded  that our  disclosure  controls and
procedures  are  effective  to cause the  material  information  required  to be
disclosed  by us in the reports that we file or submit under the Exchange Act to
be  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms.  There have been no significant  changes
in our internal  controls or in other factors which could  significantly  affect
internal controls subsequent to the date we carried out our evaluation.

PART II - OTHER INFORMATION

Item 1.       Legal Proceedings

     There are no material pending legal  proceedings to which we are a party or
to which any of our  property is subject and, to the best of our  knowledge,  no
such actions against us are contemplated or threatened.


Item 2.       Unregistered Sales or Equity Securities and Use of Proceeds

     This Item is not applicable.


Item 3.       Defaults Upon Senior Securities

     This Item is not applicable.

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

     This Item is not applicable.

Item 5.       Other Information

     This Item is not applicable.

Item 6.       Exhibits and Reports on Form 8-K

     (a) Exhibits:

         Exhibit 31.1        Certification of C.E.O.  Pursuant to Section 302 of
                             the Sarbanes-Oxley Act of 2002.

         Exhibit 31.2        Certification  of  Principal   Accounting   Officer
                             Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                             of 2002.

         Exhibit 32.1        Certification  of  C.E.O.  Pursuant  to  18  U.S.C.
                             Section 1350, as Adopted Pursuant to Section 906 of
                             the Sarbanes-Oxley Act of 2002.

         Exhibit 32.2        Certification  of  Principal   Accounting   Officer
                             Pursuant  to 18 U.S.C.  Section  1350,  as  Adopted
                             Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                             of 2002.

     (b) Reports on Form 8-K

     No report on Form 8-K was filed during the six month period ended June 30,
2005.


                        [SIGNATURE FOLLOWS ON NEXT PAGE.]

                                      -14-



<PAGE>

                                   SIGNATURES


     In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                 SILVER RIVER VENTURES.,  INC.

Date: August 11, 2005             By:  /S/   GEOFF WILLIAMS
                                     -------------------------------------------
                                               Geoff Williams
                                               President, C.E.O. and Director
                                               (Principal Accounting Officer)



                                      -15-