SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB
(Mark One)

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

                      For the Quarter Ended March 31, 2001

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

           For the transition period from ____________ to ____________

                         Commission file number: 0-15224

                       ADVANCE DISPLAY TECHNOLOGIES, INC.
                      --------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

              COLORADO                                   84-0969445
       ----------------------                       ----------------------
      (State of incorporation)                     (IRS Employer ID number)


      7334 South Alton Way, Building 14, Suite F, Englewood, Colorado 80112
      ---------------------------------------------------------------------
               (Address of principle executive offices) (Zip Code)


                                 (303) 267-0111
                 ----------------------------------------------
                (Issuer's telephone number, including area code)


Check whether the issuer (1) has 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
                           -----                     -----

As of May 10, 2001, 23,774,275 shares of Common Stock, $.001 par value per
share, were outstanding.

           Transitional Small Business Disclosure Format (check one):

                        YES                        NO  X
                           -----                     -----
<PAGE>



                       ADVANCE DISPLAY TECHNOLOGIES, INC.


                                      INDEX


                                                                            Page
                                                                            ----
                          PART I. FINANCIAL INFORMATION


Item 1.   Balance Sheets (unaudited) -
           March 31, 2001 and June 30, 2000.................................3

          Statements of Operations (unaudited) -
           Three and nine months ended March 31, 2001 and 2000
           and for the period from March 15, 1995, inception, to
           March 31, 2001...................................................4

          Statements of Cash Flows (unaudited) -
           Three and nine months ended March 31, 2001 and 2000
           and for the period from March 15, 1995, inception, to
           March 31, 2001...................................................5

          Notes to Financial Statements (unaudited).........................7

Item 2.   Management's Discussion and Analysis of
           Financial Condition and Results of Operations.................8-11


                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings................................................11

Item 2.   Changes in Securities............................................11

Item 3.   Defaults on Senior Securities....................................11

Item 4.   Submission of Matters to a Vote of
           Security Holders................................................11

Item 5.   Other Information................................................11

Item 6.   Exhibits and Reports on Form 8-K.................................11

           Signatures......................................................12


                                        2
<PAGE>
<TABLE>
<CAPTION>


                            ADVANCE DISPLAY TECHNOLOGIES, INC.
                               (A Development Stage Company)

                                      BALANCE SHEETS
                                        (Unaudited)
                                                                March 31,      June 30,
                                                                  2001          2000
                                                              ------------   -----------
                                          ASSETS
                                          ------
CURRENT ASSETS:
  <S>                                                         <C>            <C>
   Cash                                                       $     2,506    $    18,010
   Other current assets                                            17,609          4,657
                                                              -----------    -----------
      Total current assets                                         20,115         22,667

PROPERTY AND EQUIPMENT                                            155,971        140,140
   Less:  Accumulated depreciation                               (130,106)      (117,664)
                                                              -----------    -----------
      Net Property and Equipment                                   25,865         22,476
                                                              -----------    -----------

      TOTAL ASSETS                                            $    45,980    $    45,143
                                                              ===========    ===========

                           LIABILITIES AND SHAREHOLDERS' DEFICIT
                           -------------------------------------

CURRENT LIABILITIES:
   Accounts payable                                           $   182,599    $   143,907
   Other accrued liabilities                                        4,919         65,122
                                                              -----------    -----------
      Total current liabilities                                   187,518        209,029

CONVERTIBLE, REDEEMABLE NOTES PAYABLE TO SHAREHOLDERS           2,911,079      2,294,867
ACCRUED INTEREST ON CONVERTIBLE, REDEEMABLE NOTES
    PAYABLE TO SHAREHOLDERS                                       568,573        361,523

SHAREHOLDERS' DEFICIT:
   Preferred stock, $.001 par value, 100,000,000
        shares authorized, 1,843,900 shares issued
        and outstanding (liquidation preference of
        $2,765,850)                                                 1,844          1,844
   Common stock, $.001 par value, 100,000,000
        shares authorized, 23,774,275 shares issued
        and outstanding                                            23,775         23,775
   Additional paid-in capital                                   4,368,770      4,368,770
   Deficit accumulated during the development
        stage                                                  (8,015,579)    (7,214,665)
                                                              -----------    -----------
      Total Shareholders' Deficit                              (3,621,190)    (2,820,276)
                                                              -----------    -----------

      TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT             $    45,980    $    45,143
                                                              ===========    ===========


                (See accompanying notes to unaudited financial statements)

                                            3

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                         ADVANCE DISPLAY TECHNOLOGIES, INC.
                                            (A Development Stage Company)

                                              STATEMENTS OF OPERATIONS
                                                     (Unaudited)

                                                                                                     March 15, 1995
                                                                                                      (Inception)
                                            Three Months Ended            Nine Months Ended             Through
                                                 March 31,                     March 31,                March 31,
                                      ---------------------------     ----------------------------    ------------
                                          2001            2000            2001            2000            2001
                                      ------------    ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>             <C>
CONSULTING REVENUE                    $       --      $       --      $       --      $       --      $     30,200

OTHER INCOME:
  Related party interest income               --              --              --              --           162,761
  Other interest income                         49             307           1,807           1,529           7,761
  Settlement income                           --              --              --              --           175,000
  Other                                       --              --              --              --               550
                                      ------------    ------------    ------------    ------------    ------------
     Total revenue and other income             49             307           1,807           1,529         376,272

COSTS AND EXPENSES:
 General and administrative                 69,091          88,653         288,278         329,320       2,434,257
 Research and development                   29,860          81,091         364,131         234,011       3,854,584
 Impairment of intangible                     --              --              --              --           451,492
 Interest expense - related party           71,654          50,825         208,263         269,226       1,980,303
                                      ------------    ------------    ------------    ------------    ------------
     Total costs and expenses              170,605         220,569         860,672         832,557       8,720,636
                                      ------------    ------------    ------------    ------------    ------------

LOSS BEFORE EXTRAORDINARY GAIN        $   (170,556)   $   (220,262)   $   (858,865)   $   (831,028)   $ (8,344,364)
                                      ------------    ------------    ------------    ------------    ------------

EXTRAORDINARY GAIN DUE TO
  EXTINGUISHMENT OF DEBT                      --              --            57,951            --           328,785
                                      ------------    ------------    ------------    ------------    ------------

NET LOSS                              $   (170,556)   $   (220,262)   $   (800,914)   $   (831,028)   $ (8,015,579)
                                      ============    ============    ============    ============    ============

NET LOSS PER COMMON SHARE
  (BASIC AND DILUTIVE):
   Loss before extraordinary gain     $       (.01)   $       (.01)   $       (.03)   $       (.03)
   Extraordinary Gain                         --              --              --              --
                                      ------------    ------------    ------------    ------------
   Net loss                           $       (.01)   $       (.01)   $       (.03)   $       (.03)
                                      ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                   23,774,275      23,774,275      23,774,275      23,774,275
                                      ============    ============    ============    ============


                             (See accompanying notes to unaudited financial statements)

                                                          4
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<PAGE>
<TABLE>
<CAPTION>


                                          ADVANCE DISPLAY TECHNOLOGIES, INC.
                                             (A Development Stage Company)
                                               STATEMENTS OF CASH FLOWS
                                                      (Unaudited)
                                                                                                         March 15,
                                                                                                           1995
                                                                                                        (Inception)
                                                 Three Months Ended            Nine Months Ended          Through
                                                      March 31,                     March 31,             March 31,
                                             --------------------------    --------------------------    -----------
                                                 2001           2000           2001           2000           2001
                                             -----------    -----------    -----------    -----------    -----------
  <S>                                        <C>            <C>            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                   $  (170,556)   $  (220,262)   $  (800,914)   $  (831,028)   $(8,015,579)
Adjustments to reconcile net loss to net
  cash used in operating activities:

 Acquired research and development expense          --             --             --             --        2,536,494
 Impairment of intangible asset                     --             --             --             --          451,492
 Depreciation and amortization                     2,319          8,921         12,442         26,542        263,448
 Stock option compensation expense                  --             --             --             --          214,125
 Interest expense related to debt discount          --              750           --          129,700      1,153,573
 Loss on disposal of assets                         --              291           --              291          5,445
 Extinguishment of debt                             --             --           57,951           --          328,785
 (Increase)decrease in:
     Inventory                                      --             --             --             --            6,048
     Other current assets                         (5,394)           (50)       (12,952)        (6,996)      (149,094)
 (Decrease) increase in:
   Interest payable to shareholders               70,498         50,075        207,050        139,526        753,777
   Accounts payable                              (11,858)        (6,671)       (19,259)           783       (499,288)
   Other accrued liabilities                      (5,618)         4,581        (60,203)         3,586       (188,375)
                                             -----------    -----------    -----------    -----------    -----------
 Net cash used in operating activities          (120,609)      (162,365)      (615,885)      (537,596)    (3,139,149)
                                             -----------    -----------    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Additions to property and equipment                --           (1,726)       (15,831)        (5,536)      (123,648)
 Proceeds from sale of assets                       --             --             --             --           17,030
 Advances to affiliates                             --             --             --             --         (932,925)
 Purchase of notes receivable and
   security interest                                --             --             --             --         (225,000)
 Cash received in acquisition                       --             --             --             --          303,812
                                             -----------    -----------    -----------    -----------    -----------
   Net cash provided by (used in)
    investing activities                            --           (1,726)       (15,831)        (5,536)      (960,731)
                                             -----------    -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Capital contributions                              --             --             --             --          103,127
 Proceeds from notes payable
   to shareholders                               106,212        230,000        616,212        570,000      3,699,754
 Proceeds from line-of-credit                       --             --             --             --          299,505
                                             -----------    -----------    -----------    -----------    -----------
   Net Cash provided by
       financing activities                      106,212        230,000        616,212        570,000      4,102,386
                                             -----------    -----------    -----------    -----------    -----------

Increase (decrease) in cash                      (14,397)        65,909        (15,504)        26,868          2,506
Cash & cash equivalents at
  beginning of period                             16,903         41,311         18,010         80,352           --
                                             -----------    -----------    -----------    -----------    -----------
Cash and cash equivalents at end
  of period                                  $     2,506    $   107,220    $     2,506    $   107,220    $     2,506
                                             ===========    ===========    ===========    ===========    ===========


                              (See accompanying notes to unaudited financial statements)

                                                           5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                            ADVANCE DISPLAY TECHNOLOGIES, INC.
                                               (A Development Stage Company)
                                                 STATEMENTS OF CASH FLOWS
                                                        (Unaudited)

                                                                                                              March 15, 1995
                                                                                                                (Inception)
                                                        Three Months Ended             Nine Months Ended         Through
                                                             March 31,                     March 31,             March 31,
                                                    ---------------------------   ---------------------------   ----------
                                                        2001           2000           2001           2000          2001
                                                    ------------   ------------   ------------   ------------   ----------
<S>                                                 <C>            <C>            <C>            <C>            <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
   Interest                                         $       --     $       --     $       --     $       --     $   26,750
                                                    ============   ============   ============   ============   ==========
   Taxes                                            $       --     $       --     $       --     $       --     $     --
                                                    ============   ============   ============   ============   ==========
Non-cash transactions
  Issuance of common stock for
  acquisition of Display Group, LLC
  and Display Optics, Ltd. and
  conversion of Convertible debt                    $       --     $       --     $       --     $       --     $2,199,026
                                                    ============   ============   ============   ============   ==========
Conversion of notes payable to
  stockholders to common stock                      $       --     $       --     $       --     $       --     $  550,000
                                                    ============   ============   ============   ============   ==========
Conversion of interest payable on
  notes to notes payable                            $      1,211   $        900   $      1,211   $        900   $   12,253
                                                    ============   ============   ============   ============   ==========
Retirement of shares in settlement                  $       --     $       --     $       --     $       --     $    1,402
                                                    ============   ============   ============   ============   ==========


                                (See accompanying notes to unaudited financial statements)

                                                             6
</TABLE>

<PAGE>


                       ADVANCE DISPLAY TECHNOLOGIES, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


Note 1.

Unaudited Financial Statements
------------------------------

     The accompanying unaudited interim financial statements have been prepared
in accordance with the instructions to Form 10-QSB and do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The results of operations for any interim
period are not necessarily indicative of results for the entire fiscal year.

     These statements should be read in conjunction with the financial
statements and related notes included in Form 10-KSB for Advance Display
Technologies, Inc. ("ADTI" or the "Company")for the year ended June 30, 2000, as
the notes to these interim financial statements omit certain information
required for complete financial statements.


Note 2.

Subsequent Events
-----------------

     Subsequent to March 31, 2001, the Company issued two 10% demand notes, each
in the face amount of $25,000, to related parties. However, the Company lenders
have expressed reluctance to invest significant additional funds for product
development.

                                       7

<PAGE>


Item a.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                Special Note Regarding Forward Looking Statements

     Certain statements contained herein constitute "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward looking statements include, without limitation, statements regarding
Advance Display Technologies, Inc.'s ("ADTI" or the "Company") need for working
capital, business plan and results of operations. Factors that could cause
actual results to differ materially include, among others, the following: future
economic conditions, the ability of the Company to obtain sufficient capital, to
attract and retain qualified management and other personnel, and generally to
successfully execute a business plan that will take the Company from a
development stage entity to a profitable operating company. Many of these
factors are outside the control of the Company. Investors are cautioned not to
put undue reliance on forward looking statements. Except as otherwise required
by rules of the Securities and Exchange Commission, the Company disclaims any
intent or obligation to update publicly these forward looking statements,
whether as a result of new information, future events or otherwise.

     Statements in this Report are qualified in their entirety by reference to
contracts, agreements, and other exhibits filed or incorporated with the
Company's Form 10-KSB for the fiscal year ended June 30, 2000.


General

     During the quarter and nine months ended March 31, 2001, the Company
expended efforts toward the development of a product specifically for an
Intelligent Traffic System Variable Message Sign application. Accordingly, the
Company continued development of the fiber optic screen and has achieved
significant improvement in its overall appearance and characteristics. In
conjunction with these developments and other optical research, the Company was
granted a patent titled Fiber Optic Display System with Enhanced Light
Efficiency which allowed 64 claims.

     However, due to inadequacies with the electronic control and communication
system design, the Company did not complete a fully demonstrable prototype for
this application. As a result, the Company determined that it lacks adequate
technical and financial resources to further develop this technology into a
commercially acceptable product. Also, the Company's current group of investors
have not committed to continue to fund the Company for further product
development. For those reasons, the Company has suspended efforts toward
commercializing any product, although the Company continues to work on
development of more efficient manufacturing methods of producing its screens.

     The Company's current focus will be to seek out a potential partner that
has the technical and financial ability to continue development under the
Company's current and newly issued patents. In connection with this plan and in
order to reduce overhead, the Company reduced its workforce in half and
implemented additional cost containment measures. As of the date of this report,
the Company remains in a development stage as it has not received significant
revenues from operations. In the event the Company is unsuccessful in finding a
partner to assist in developing its products, the Company may be forced to
curtail or cease operations.

                                        8

<PAGE>


Results of Operations

     For the fiscal quarter and nine months ended March 31, 2001, the Company
reported net losses of ($170,556) and ($800,914), respectively, as compared to
net losses of ($220,262) and ($831,028) for the same periods in 2000. During the
quarter ended December, 31, 2000, the Company negotiated a settlement on a
previously outstanding liability resulting in an extraordinary gain of $57,951.
Without the extraordinary gain, net loss for the nine months ended March 31,
2001 would have been ($858,865).

     The differences in net losses for the nine months ended March 31, 2001 as
compared to 2000 are primarily due to: 1) a decrease in general and
administrative ("G&A") expenses for the quarter and nine months ended March 31,
2001 of approximately $19,600 and $41,000, respectively, from amounts reported
in 2000, 2) a decrease in research and development ("R&D")costs for the quarter
ended March 31, 2001 of approximately $51,200 and an increase in R&D costs for
the nine months ended March 31, 2001 of approximately $130,100 from the same
periods of the prior year, respectively, 3) an increase in interest expense of
approximately $20,800 for the quarter and a decrease of approximately $61,000
for the nine months ended March 31, 2001 from 2000, and 4) extraordinary gain
due to the extinguishment of debt of approximately $58,000 for the nine months
ended March 31, 2001.

     The Company reported total revenue and other income of $49 and $1,807 for
the quarter and nine months ended March 31, 2001 which consisted entirely of
interest income. There were no sales of the Company's products to report for
either fiscal period.

     The Company reported G&A expenses of $288,278 for the nine months ended
March 31, 2001, compared to $329,320 for the same period in 2000. Depreciation
decreased by approximately $15,400 in 2001 from 2000 due to certain assets being
fully depreciated. Legal and other professional fees decreased approximately
$12,400 for the nine month period in 2001 from 2000 primarily due to a decrease
in: 1) consulting fees in connection with market research and analysis, 2)
accounting fees for the annual audit, and 3) legal fees in connection with SEC
and intellectual property matters. Travel expenses decreased by approximately
$11,100 for the nine months ended March 31, 2001 from 2000 primarily related to
the market research and analysis, and prototype demonstrations conducted in the
prior fiscal year. G&A employee salaries for the nine months ended March 31,
2001 decreased approximately $6,900 from 2000 due to the reduction in work
force. Other employee benefits increased approximately $11,800 for the nine
months ended March 31, 2001 from 2000 primarily due to rising health care and
other insurance costs. Other G&A expenses fluctuated slightly resulting in a net
decrease of the combined remaining G&A expenses of approximately $7,000.

     G&A expenses for the nine months ended March 31, 2001 included: 1)
depreciation of approximately $9,700; 2) general office expense of approximately
$73,100; 3) employee salaries and expenses of approximately $133,400; 4) travel
related expenses of approximately $31,500, and 5) professional fees of
approximately $40,500 (including legal fees incurred for patent work and general
corporate matters, and, accounting fees in connection with the audit of the
Company's financial statements for the fiscal year ended June 30, 2000).

     Management efforts during the quarter and nine months ended March 31, 2001
were directed toward the development of a product specifically for an
Intelligent Traffic System Variable Message Sign application. The Company
contracted with optical, electrical and mechanical engineering specialists to

                                        9

<PAGE>


design and build a prototype to adequately demonstrate the commercial viability
of the product. These efforts resulted in an increase in research and
development expenses from $234,011 for the nine months ended March 31, 2000 to
$364,131 for the nine months ended March 31, 2001. Due to the inadequacies in
the prototype design, the Company is currently disputing approximately $81,000
in engineering consulting fees.

     Interest expense decreased from $269,226 for the nine months ended March
31, 2000 to $208,263 for the nine months ended March 31, 2001. This decrease is
primarily due to a non-cash charge to interest expense in the nine months ended
March 31, 2000 of $128,950 which related to immediately convertible debt that
was issued at a conversion price below the quoted price of the Company's common
stock. However, the Company believes that the conversion price determined on the
dates of issuance more closely reflected the actual fair market value of the
Company's common stock on the dates of issuance. Without the charge in 2000,
interest expense would have increased by $67,987 due to an increase in long term
debt outstanding.


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

     The Auditor's Opinion Letter included in the Financial Statement Exhibits
of the Company's annual report on Form 10-KSB for the fiscal year ended June 30,
2000 includes an explanatory paragraph regarding the Company's ability to
continue as a going concern. The Company is in the development stage, as it has
not yet commenced principal operations and has not yet realized significant
revenues from its planned operations. Since inception, the Company has devoted
most of its efforts toward raising capital and research and development
activities.

     The Company has been totally dependent on financing from outside sources to
fund operations. At March 31, 2001, the Company reported negative net worth of
$3,621,190 and negative working capital of $167,403. At March 31, 2001, the
Company had approximately $20,100 of current assets and approximately $187,500
of current liabilities. Long term debt and interest payable to shareholders
increased to approximately $3,500,000 at March 31, 2001 from approximately
$2,700,000 at June 30, 2000.

     The Company will require additional capital for administrative expenses and
maintenance of intellectual property in its efforts to seek out a strategic
partner for continued product development and marketing. Management believes
such a relationship is essential for the Company's continued existence. There
can be no assurance that the Company will be able to find and secure a
relationship with a strategic partner or obtain sufficient additional capital to
continue operations. If the Company is unable to obtain capital to pay its
liabilities, it's assets may be exposed to the claims of its creditors.

     The Company's activities continue to use rather than provide cash.
Operating activities used approximately $616,000 for the first nine months of
the current fiscal year. Cash flows from financing activities for the nine
months ended March 31, 2001 consisted primarily of the issuance of 10%
convertible, redeemable promissory notes to shareholders totaling $616,212. The
notes are due October 15, 2002 and are convertible, at the option of the note
holder, into shares of the Company's Common Stock. Included in theses notes are
$80,000 of demand notes together with accrued interest of $1,212 which were
surrendered in partial payment for the convertible, redeemable promissory notes.
Cash flows for the nine months ended March 31, 2001 were used for ongoing
product and manufacturing process development, alternative application and
market analysis, operating expenses and investment in capital equipment.

                                       10

<PAGE>


     Subsequent to March 31, 2001, the Company issued two 10% demand notes in
the face amounts of $25,000 each to related parties. However, the Company
lenders have expressed reluctance to invest significant additional funds for
product development.

     During the nine month period ended March 31, 2000, cash flows from
financing activities consisted entirely of proceeds from the issuance of
convertible, redeemable promissory notes in the aggregate amount of $570,000,
due and payable October 15, 2002 and with substantially the same terms as the
Company's other convertible, redeemable promissory notes then outstanding.
Proceeds received during the nine months ended March 31, 2000 were primarily
used for ongoing research and development and operating expenses.

     The Company will continue efforts on raising additional capital through
private placements or other sources. In addition, the Company will seek an
alliance with a company that has the technical and financial resources to
complete development of the technology into a commercially viable product. There
can be no assurances that management will be able to acquire the capital needed
or be successful in achieving these objectives. If these efforts are not
successful, the Company may be forced to discontinue operations.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.


ITEM 2. CHANGES IN SECURITIES.

None.


ITEM 3. DEFAULTS ON SENIOR SECURITIES.

None.


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

None.


ITEM 5. OTHER INFORMATION.

None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

None.

                                       11

<PAGE>


                                   SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report on Form 10-QSB to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                            ADVANCE DISPLAY TECHNOLOGIES, INC.
                                                     (Registrant)



Date: May 18, 2001                          /s/  Matthew W. Shankle
                                            -----------------------
                                                 Matthew W. Shankle
                                                 President, (Chief Executive and
                                                 Financial Officer)


                                       12