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

                FORM 10-KSB
                -----------
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended December 31, 2001
                          -----------------

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

For the transition period from         to
                              ---------   -------

Commission file number 0-29631



            2000 New Commerce, Inc.
      ---------------------------------
 (Name of Small Business Issuer in its charter)


        Nevada                    95-4783102
-------------------------------  -------------
(State or other jurisdiction of  (I.R.S. Employer
 incorporation or organization)   Identification No.)

   345 North Maple Drive, Suite 284,
   Beverly Hills, California               90210
---------------------------------------    -----
(Address of principal executive offices) (Zip code)

                  (310) 288-0693
             --------------------------
             (Issuer's telephone number)

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

         NA                    NA
------------------  ------------------------
Title of each class Name of each exchange on
                    which registered




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

                    Common Stock
              -----------------------
                 (Title of Class)

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


    The revenues for the year ended December 31,
2001 were $ 0.

     There was no common stock held by non-affiliates
of the registrant as of January 11, 2002.

     The number of shares of common stock outstanding
as of January 11, 2002 was 3,000,000.





























TABLE OF CONTENTS

                                          PAGE

Item 1.  Description of Business. .......  1-2

Item 2.  Description of Property. .......   2

Item 3.  Legal Proceedings. .............   2

Item 4.  Submission of Matters to a Vote
         of Security Holders. ...........   3

Item 5.  Market for Common Equity and
         Related Stockholder Matters. ...   3

Item 6.  Plan of Operation. .............   4

Item 7.  Financial Statements. .......... 4-14


Item 8.  Changes In and Disagreements
         With Accountants on
         Accounting and Financial
         Disclosure. ....................  14

Item 9.  Directors, Executive Officers,
         Promoters and Control Persons;
         Compliance With Section 16(a)
         of the Exchange Act. ........... 14-15

Item 10. Executive Compensation.  .......  15

Item 11. Securities Ownership of
         Certain Beneficial
         Owners and Management. .........  16

Item 12. Certain Relationships and
         Related Transactions.  ......... 16-17

Item 13. Exhibits and Reports on
         Form 8-K. ...................... 17-18

SIGNATURES.  ............................   18










PART I

Item 1. Description of Business.
--------------------------------

(a) Business Development

     2000 New Commerce, Inc.  ("the Company")
was incorporated in the state of Nevada on
January 31, 2000.  The Company, an entity with a
fiscal year ending December 31, is a standard
C-Corporation for federal income tax purposes.
The Company, which presently does not have any
subsidiaries or affiliated entities, is a
development stage enterprise.  To date, the Company
has had no significant operations.  To date, the
Company has had no revenues.

     The Company has never been involved
in any bankruptcy, receivership or similar
proceedings.

(b) Business of Issuer

     The business of the Company is
developing e-commerce opportunities, including
sales over the Internet and advisory services in
this area.  To date the Company has had no revenues.

     The Company, which presently has no
employees, is a development stage enterprise.
From inception to date the Company has had no
revenues.

Forward-Looking Statements

     This Form 10-SB includes "forward-looking statements"
within the meaning of the "safe-harbor" provisions of the
Private Securities Litigation
Reform Act of 1995.  Such statements are based on
management's current expectations and are
subject to a number of factors and uncertainties
that could cause actual results to differ
materially from those described in the forward-looking
statements.  All statements, other than statements of
historical facts included in this Form, including without
limitation, statements under "Plan of Operation" and
"Description of Business", regarding the Company's
financial position, business strategy, and plans and
objectives if management of the Company for future
operations, are forward-looking statements.


                        Page 1
     Although the Company believes that the
expectations reflected in such forward-looking
statements are reasonable, it can give no assurance
that such expectations will prove to have been correct.
Important factors that could cause actual results
to differ materially from the Company's
expectations include, but are not limited to,
market conditions, competition and the ability to
successfully complete financing.


(c) Reports to Security Holders

     The public may read and copy any
materials the Company files with the Securities
and Exchange Commission ("SEC") at the SEC's
Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549.   The Public may obtain
information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330.

Item 2. Description of Property.
--------------------------------

     The Company does not own any physical
properties at this time.

     The Company's corporate executive office
presently is located within the office of the
Company's major shareholder/Chairman of the Board
of Directors/President Olesk.  Mr. Jaak Olesk is
a Certified Public Accountant and Attorney based
in Beverly Hills, California at 345 N. Maple Drive.
Suite 284.

Item 3.   Legal Proceedings.
----------------------------

     The Company is not a party to any
pending legal proceeding.  Management is not
aware of any threatened litigation, claims or
assessments.











                      Page 2
Item 4. Submission of Matters to a Vote of
        Security Holders.
------------------------------------------

        None.


PART  II


Item 5.  Market for Common Equity and Related
         Stockholder Matters.
----------------------------------------------

(a) Market information

     Currently there is no public market
for the Company's common stock.  At the
appropriate time, the Company's management will
complete the pertinent procedures for listing the
Company's common stock on the National Association
of Securities Dealers Over the Counter Electronic
Bulletin Board.  There can be no assurance however
that management will be successful in this endeavor.


     The company has no common equity that is
subject to outstanding options or warrants to purchase,
or securities convertible into, common equity of the
Company.  All 3,000,000 shares of common stock
outstanding at January 11, 2002 could be sold pursuant
to Rule 144 under the Securities Act.

(b) Holders

     As of January 11, 2002 there were three common
shareholders of record.

(c) Dividends

    The Company has never declared any cash
dividends.

     The current policy of the company is not
to pay cash dividends, but instead to retain future
earnings, if any, to support the growth of the
Company.  However, there are no restrictions that
limit the ability to pay dividends on common equity
when it is lawful to do so.




                          Page 3
Item 6.  Plan of Operation.
---------------------------

     Financing

     The Company's management is seeking
funding from a variety of sources including
private placements of its stock, public offering
of its stock, as well as debt financing.
Additionally, business combinations with
entities with significant cash will be considered.
However, there can be no assurance management will be
successful in these endeavors.

     On February 18, 2000 the
Company filed a Registration Statement on
Form 10-SB with the United States Securities
and Exchange Commission.  The Registration Statement
went effective on April 18, 2000.

     For the calendar year 2002 it is
anticipated, absent the Company's obtaining
other sources of liquidity as described above,
the Company's primary funding for ongoing
corporate expenses, such as legal and
accounting fees and filing fees will be provided
by the Company's Chairman of the Board of Directors
and President.

     The Company, which presently has no employees,
is a development stage enterprise.  From
inception to date the Company has had no revenues.

Item 7. Financial Statements.
-----------------------------

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors
2000 New Commerce, Inc.
(A Development Stage Company)

We have audited the accompanying balance of 2000 New
Commerce, Inc. (A Development Stage Company)
as of December 31, 2001 and the related statements
of operations, shareholders' equity (deficit)
and cash flows, for the year ended December 31, 2001 and the
periods from January 31, 2000(Inception) to December 31,
2000 and from January 31, 2000 (Inception) to December 31,
2001.  These financial statements are the responsibility
of the Company's management.  Our responsibility
is to express an opinion on these financial
statements based on our audits.
                                Page 4
We conducted our audits in accordance with
generally accepted auditing standards.  Those
standards require that we plan and perform the
audits to obtain reasonable assurance about
whether the financial statements are free of
material misstatements.  An audit includes
examining, on a test basis, evidence supporting
the amounts and disclosures in the financial
statements.  An audit also includes assessing the
accounting principles used and significant
estimates made by management, as well as
evaluating the overall financial statement
presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements
referred to above present fairly, in all material
respects, the financial position of 2000 New
Commerce, Inc. (A Development Stage Company) as of
December 31, 2001 and the results of its
operations and its cash flows for the year ended December
31, 2001 and the periods from January 31, 2000 (Inception)
to December 31, 2000 and from January 31, 2000 (Inception)
to December 31, 2001 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been
prepared assuming that the Company will continue
as a going concern.  As discussed in Note 6 to the
financial statements, the Company has received no
revenue and has suffered losses from operations that
raise substantial doubt about its ability to
continue as a going concern.  Management's plans
in regard to these matters are also described in
Note 6.  The financial statements do not include
any adjustments that might result from the outcome
of this uncertainty.

/s/ Friedman, Minsk, Cole & Fastovsky
-------------------------------------
Friedman, Minsk, Cole & Fastovsky

Los Angeles, California
January 11, 2002









                            Page 5
              2000 New Commerce, Inc.
         (A Development Stage Company)
                 BALANCE SHEET
                December 31, 2001


ASSETS

Current Assets
  Cash                $       --
			       ----------
Total current assets			--
           		  ----------
Total assets          $       --
                      ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)

Current Liabilities
  Loan from Share-
  holder              $   3,441
				  ---------
Total current
  liabilities             3,441
                      ---------
Shareholders' Equity
(Deficit) Common stock,
  25,000,000 shares
  authorized
  at $0.001 par value;
  issued and
  outstanding
  3,000,000 shares        3,000

(Deficit) accumulated
    during the development
      stage              (6,441)
                      ---------
Total shareholders' equity
  (deficit)           $  (3,441)
                      ---------
Total Liabilities and
Shareholders' Equity
  (Deficit)           $      --
                      =========




See Notes to Financial Statements.


                        Page 6
              2000 New Commerce, Inc.
           (A Development Stage Company)
              STATEMENT OF OPERATIONS

                     January 31,   January 31,
           Year        2000          2000
           Ended    (Inception) to (Inception) to
        December 31, December 31,   December 31,
           2001         2000          2001
        ------------ -------------  --------------


Revenue    $     --	  $     --      $    --

Expenses:
General and
  Adminis-
   trative $  2,726      3,715        6,441
           ---------  --------      -------
(Loss) from
   operations(2,726)    (3,715)      (6,441)

Income taxes     --         --           --
           --------   --------      -------
Net (loss) $ (2,726)  $ (3,715)     $(6,441)
           ========   ========      =======
Basic (Loss) per
 Common
   share   $     --   $     --      $    --
           ========   ========      =======
Diluted (Loss) per
Common
  share    $     --   $     --      $    --
           ========   ========      =======
Weighted average
  (basic and diluted)
   common
     shares
  out-
  stand
    ing   3,000,000  3,000,000    3,000,000
          =========  =========    =========









          See Notes to Financial Statements.

                          Page 7
       2000 New Commerce, Inc.
    (A Development Stage Company)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(DEFICIT) For the period January 31, 2000
   (inception) to December 31, 2001

                                    (Deficit)
                                   Accumulated
                        Additional During the
        Common   Stock  Paid-In    Development
        Shares   Amount Capital      Stage     Total
        ------ -------- ---------  ----------- -----
Common
Shares
 Issued
for
 cash- 2,300,000 $2,300 $    --      $    --  $2,300

Common shares
issued for
services-700,000    700      --           --     700

Net (loss) for
the period from
inception to
December 31,
  2000        --      --      --      (3,715) (3,715)
        -------- ------- -------     -------- -------
Balance-
December31,
 2000  3,000,000   3,000      --      (3,715)   (715)


Net (loss)
for the
year ended
December
31, 2001      --      --      --      (2,726) (2,726)
        -------- ------- -------     -------- -------

Balance-
December 31,
 2001  3,000,000 $ 3,000      --     $(6,441)$(3,441)
       ========= ======= =======     =======  =======






         See Notes to Financial Statements.


                         Page 8
             2000 New Commerce, Inc.
          (A Development Stage Company)
             STATEMENT OF CASH FLOWS



                          January 31,    January 31,
             For the year   2000            2000
                Ended     (Inception) to (Inception) to
             December 31, December 31,   December 31,
                2001         2000           2001
             -----------  -----------   -------------

Cash Flows From
 Operating
   Activities

Net (loss)     $ (2,726)   $ (3,715)       $ (6,441)

Adjustment to
  reconcile net
loss to
   cash used by
     operating
activities:

Shares issued for
  services           --        700             700

Increase (decrease)
 in Liabilities:


Accrued expenses   (315)       315              --
               --------   --------        --------
Net cash (used)
 by
  operating
   activities:   (3,041)    (2,700)         (5,741)
               --------   --------        --------
 Cash flows from
  financing
  Activities:
Common stock issuance
 for cash            --      2,300           2,300
Loan from  share-
 holder           3,041        400           3,441
              ---------  ---------        --------





                            Page 9
               2000 New Commerce, Inc.
          (A Development Stage Company)
             STATEMENT OF CASH FLOWS (Continued)




Net cash
 provided
   by financing
     activities   3,041      2,700           5,741
              ---------  ---------        --------


Increase (decrease)
  in cash            --         --              --

Cash at beginning
  of period          --         --	             --
             ----------  ---------       ---------
Cash at end
of period    $       --  $      --       $      --
             ==========  =========       =========



Supplemental cash flow information:
 Cash paid during the period for:
Income Taxes $       --  $       --      $      --
             ==========  ==========      =========

Interest     $       --  $       --      $      --
             ==========  ==========      =========
Non-cash financing transactions:

Common shares
  issued
  for
  services   $       --  $      700      $     700
             ==========  ==========      =========











           See notes to Financial Statements.

                       Page 10
                 2000 New Commerce, Inc.
              (A Development Stage Company)
              NOTES TO FINANCIAL STATEMENTS
                    December 31, 2001

Note 1- Summary of Significant Accounting
        Policies.
-----------------------------------------

Nature of Operations
     2000 New Commerce, Inc., (the "Company"),
a Nevada corporation, was incorporated on
January 31, 2000.   The Company is a Development
Stage Company with a fiscal year ending
December 31.  The business of the Company is
developing e-commerce opportunities, including sales over
the Internet and developing advisory services in
this area. To date, the Company has had no revenues.

 Cash Equivalents
     Cash equivalents consist of funds
invested in money market accounts and
investments with maturities of three months
or less when purchased.  There were no cash
equivalents for the period January 31, 2000
(inception) to December 31, 2001.

Loss per Common Share
     In February 1997, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 128,
"Earnings Per Share".  The statement
replaced primary EPS with basic EPS, which
is computed by dividing reported earnings
available to common shareholders by weighted
average shares outstanding.  The provision
requires the calculation of diluted EPS.
The company uses the method specified by
the statement.

Use of Estimates
     The preparation of financial statements
in conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the amounts reported
in financial statements and accompanying notes.
Actual results could differ from those estimates.

Issuance of Shares for Services
     Valuation of shares for services
is based on the estimated fair market value
of the services performed.


                       Page 11
Income Taxes
     The Company uses the liability method of
accounting for income taxes specified by SFAS No. 109,
"Accounting for Income Taxes", whereby deferred tax
liabilities and assets are determined based on the
difference between financial statement and tax
bases of assets and liabilities using enacted
tax rates in effect for the year in which the
differences are expected to reverse.  Deferred tax
assets are recognized and measured based on the likelihood
of realization of the related tax
benefit in the future.  The Company had
no material net deferred tax assets or liabilities
at December 31, 2001.

Reclassification of Financial Statement Presentation

      Certain reclassification have been made to the
December 31, 2000 financial statements to conform to the
December 31, 2001 financial statement presentation.  Such
reclassifications had no effect on the income as previously
reported.

Note 2- Income Taxes.
---------------------

     The Company has Federal net operating loss carry
forwards of approximately $6,441, of which $3,715 expires in
2020 and $2,726 expires in 2021.

     The Internal Revenue Code contains provisions which may
limit the loss carry forward available if significant
changes in stockholders' ownership of the Company occur.

     The income tax expenses for the period is as follows:


                     2001       2000    Cumulative

Tax benefit of
 NOL                $3,715     $2,726    $6,441

Less: Valuation
 reserve            (3,715)    (2,726)   (6,441)

Net tax expense         --         --        --
                    =======    =======   =======





                        Page 12
     The deferred tax asset of $966 at December 31, 2001 is
principally comprised of federal tax effects of the net
operating loss carry forward and is fully reserved.  The
reserve increased by $408, $557 and $966 for the year ended
December 31, 2001, and the periods January 31, 2000
(inception) to December 31, 2000 and 2001, respectively.


Note 3- Related Party Transaction.
----------------------------------

     There Company issued 700,000 common shares to the
Chairman of the Board of Directors and President
and to various other shareholders for services
during the period from January 31, 2000 (inception)
to December 31, 2000.

     The Company uses the facilities and personnel of its
president without charge.


Note 4- Development Stage Company.
----------------------------------

     The Company is a Development Stage Company.
A Development Stage Company is one for which principal
operations have generated no revenues or an
insignificant amount of revenue.  A Development Stage
Company devotes most of its activities to establishing
a new business.

Note 5- Loan from Shareholder.
------------------------------

     Unsecured non-interest bearing demand loans from the
Company's Chairman and President amounted to $3,041, $400,
and $3,441 for the year ended December 31, 2001 and the
periods January 31, 2000 (inception) to December 31, 2000
and December 31, 2001, respectively.  The outstanding
balance as of December 31, 2001 amounted to $3,441.

      The loss or amendment of this loan or of the
continuing financial support of the Company's president
would have an adverse affect upon the Company's operations.









                      Page 13
Note 6-  Basis of presentation and considerations
         related to continued existence (going concern)
-------------------------------------------------------

     The Company's financial statements
have been presented on the basis that it is
a going concern, with contemplates the realization
of assets and the satisfaction of liabilities in the
normal course of business.  The Company incurred
net losses of $2,726, $3,715 and $6,441 for the year ended
December 31, 2001, and the periods January 31, 2000
(inception) to December 31, 2000 and from January 31, 2000
(inception) to December 31, 2001 respectively. From
inception to date the Company has had no revenues.  These
factors, among others, raise substantial doubt as to the
Company's ability to continue as a going concern.

     The Company's management intends to raise
additional operating funds through equity and/or debt
offerings.  However, there can be no assurance
management will be successful in this endeavor.

Note 7- Fair Values of Financial Instruments.
---------------------------------------------

     The carrying amount for loans from shareholder
approximates fair value because of the short-term maturity
of this instrument.


Item 8.  Changes In and Disagreements With
         Accountants on Accounting
         And Financial Disclosure.
-------------------------------------------

         None.


PART III

Item 9.  Directors, Executive Officers, Promoters and
         Control Persons; Compliance With
         Section 16(a) of the Exchange Act.
------------------------------------------------------

The following individuals are the directors
of the Company:






                      Page 14
Name of Director        Age   Title
---------------------  ------ --------
Jaak Olesk               49   Chairman of the
                              Board of Directors
                              and President

Lilian Cruz              35   Director, Vice
                              President and
                              Secretary/Treasurer
Business Experience

     Jaak Olesk.  Mr. Olesk is a Certified
Public Accountant and Attorney.  Mr. Olesk has over
twenty years of business experience including auditing,
accounting and tax services.  During the last five years,
Mr. Olesk has gained substantial international business
experience by making foreign business trips including
trips to Canada, Ukraine, the Netherlands, China,
Hong Kong, Singapore and Thailand.

     Lilian Cruz.  Ms. Cruz has an Associates
Degree in Business Administration.  Ms. Cruz has
over five years of experience in business and
accounting.

16(a) Compliance.  The Company and
all related persons are in compliance with section
16(a) of the Exchange Act.


Item 10.  Executive compensation.
---------------------------------

          Summary Compensation Table
                                      Securi-
                               Other  ties                        All
Name                           Annual Registered Under-           other
And                            Compen Stock     Lying     LTIP    Compen
Principal Year                   sation Award(s)Options   payouts sation
Position (NoteA) Salary($) Bonus($)  $    $     SARs (#)    $       $
--------- ------ --------- -------- --- ------- -------- ------- -------
Jaak Olesk
President   2000    -         -      -     -        -       -     $ 500
            2001    -         -      -     -        -       -         -

Lilian Cruz
Secretary/
Treasurer    2000   -         -      -     -        -       -       100
             2001   -         -      -     -        -       -         -

Note A: 2000 is for the period: From January 31, 2000
        (Inception) to December 31, 2000

                       Page 15
Item 11.  Security Ownership of Certain Beneficial
          Owners and Management.
-------------------------------------------------

     The following table sets forth certain
information as of January 11, 2002 with respect to the
beneficial ownership (as such term is defined
under section 13(d) of the Securities Exchange Act
of 1934, as amended) of the common stock by (I)
each person who is the beneficial owner of more than 5%
of the common stock outstanding as of such date,
(II) each director of the Company, (III) the named officers,
and (IV) all executive officers of
the Company as a group:
                                Amount of
Name and address of Beneficial  Beneficial    Percent
Owner.                          Ownership     of Class
------------------------------  ---------     --------
Jaak Olesk                      2,800,000      93.33%
345 N. Maple Drive, Suite #284
Beverly Hills, CA 90210

Lilian Cruz                       100,000       3.33%
345 N. Maple Drive, Suite #284  ---------     ------
Beverly Hills, CA 90210

All Directors, Nominees
and Executive                   2,900,000      96.67%
Officers as a Group (2 persons)

Item 12. Certain Relationships and Related
         Transactions.
------------------------------------------

Initial Cash Infusion by Founder

     In February 2000 the Company issued 2,300,000
shares of its common stock to its founder
Jaak Olesk, Chairman of the Board of Directors
and President of the Company, for aggregate
proceeds of $2,300.   The stock issued was
approved by the written consent of the Directors
of the Company of February 14, 2000.

Shares for Services

     In February 2000 the Company issued a total
of 700,000 shares of its restricted common stock
for services performed.  Jaak Olesk, Chairman of the
Board of Directors and President received 500,000
shares of common stock for consulting, accounting,

                       Page 16

legal and advisory services.  Lilian Cruz, Director
and Secretary/Treasurer, received 100,000 shares of
common stock for administrative and secretarial
services.  Morena Rodriguez also received 100,000
shares of common stock for administrative and
secretarial services.  The stock issuance   was
approved by written consent of the Directors of the
Company on February 14, 2000.

Loan from Shareholder

     From August 2000 to December 2001 the
Company's Chairman and President has made a total
of $3,441 in unsecured non-interest bearing demand
loans to the Company.

Use of Office Facilities

     The Company uses the facilities and personnel
of its Chairman and President Jaak Olesk without
charge.

Item 13. Exhibits and Report on Form 8-K.
-----------------------------------------

Exhibit A- Computation of Earnings Per Share



                              January 31,     January 31,
                For The Year     2000            2000
                    ended     (Inception) to (Inception) to
                December 31,   December 31,   December 31,
                   2001          2000            2001
                ------------   ------------- --------------

BASIC EPS
---------------

Net Loss            $   2,726    $   3,715     $    6,441

Weighted average
Numbers of shares
 used  in computing
 net loss per share 3,000,000    3,000,000      3,000,000

Net (Loss) per
  share             $      --    $      --      $      --
                    =========    =========      =========




                            Page 17
DILUTED EPS
------------------

Weighted Average
number of shares
used in computing
loss per share      3,000,000    3,000,000      3,000,000

Plus incremental
shares from
assumed conversions        --           --             --
                    =========    =========      =========

Weighted Average
Shares              3,000,000    3,000,000      3,000,000

Loss per share
assuming dilution   $      --    $      --      $      --
                    =========    =========      =========


There were no reports on Form 8-K filed during
the quarter ended December 31, 2001.







SIGNATURES

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

                            2000 New Commerce, Inc.

                            /s/ Jaak Olesk
                            ------------------------
Dated: January 11, 2002     Jaak Olesk
-----------------------     Chairman of the Board,
                            President









                           Page 18