U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                   FORM 10-QSB/A


                                   (Mark One)

[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act
    of 1934
                                    For the quarterly period ended June 30, 1999

[ ] Transition  report pursuant  section 13 or 15(d) of the Securities  Exchange
    Act of 1934
             For the transition period from ______________ to __________________

                                                Commission file number 000-26683


                       TRIPACIFIC DEVELOPMENT CORPORATION
              (Exact name of small business issuer in its charter)

            Nevada                                         98-0204701
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

   Suite 106, 1460 Pandosy Street, Kelowna, British Columbia, Canada V1Y 1P3
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (250) 868-8445
                           ---------------------------
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X   No
                                                             ---    ---

Number of shares  outstanding of the issuer's  classes of common  equity,  as of
June 30, 1999:
                   500,000 Shares of Common Stock (One Class)

Transitional Small Business Disclosure Format: Yes      No X
                                                  ---     ---

This document consists of 16 pages,  excluding exhibits. The Exhibit Index is on
page 14.



<PAGE>


                       TRIPACIFIC DEVELOPMENT CORPORATION

                                      INDEX

Part I - Financial Information

         Item 1.  Financial Statements.........................................3

         Item 2.  Plan of Operations.......................................... 9

Part II - Other Information

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

                  Signatures..................................................15



                                       2


<PAGE>



                       TRIPACIFIC DEVELOPMENT CORPORATION

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


Tripacific Development Corporation
(A Development Stage Company)
Unaudited Balance Sheet

                                                        Unaudited       Audited
                                                        June            March
                                                        30, 1999        31, 1999

ASSETS                                                      $0              $0

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Current Liabilities:

Advances Due to Related Entity                          $3,491               0

Total Current Liabilities                                3,491               0

TOTAL LIABILITIES                                        3,491               0

SHAREHOLDERS' EQUITY

Common Stock, $.0001 Par Value
 Authorized 100,000,000 Shares;
 Issued And Outstanding 500,000 Shares                      50              50

Capital Paid In Excess Of
 Par Value Of Common Stock                                   0               0

(Deficit Accumulated During the Development Stages      -3,541             -50

TOTAL SHAREHOLDERS' EQUITY                              -3,491               0

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $0              $0

                 The Accompanying Notes Are An Integral Part Of
                     These Unaudited Financial Statements.

                                       3


<PAGE>


Tripacific Development Corporation
(A Development Stage Company)
Unaudited Statement Of Operations

                                                                     Unaudited
                                 Unaudited         Unaudited         July
                                 Three Month       Three Month       18, 1997
                                 Interim Period    Interim Period    (Inception)
                                 Ended             Ended             Through
                                 June              June              June
                                 30, 1999          30, 1998          30, 1999


Revenue                                    $0                $0             $0

Expenses:

Office                                      0                 0             50
Legal and Accounting                    3,491                 0          3,491

Total Expenses                          3,491                 0          3,541

Net Income (Loss)                     ($3,491)               $0        ($3,541)

Basic  Earnings (Loss) Per Share        $0.00             $0.00

Weighted Average Common Shares
 Outstanding                          500,000           500,000

                 The Accompanying Notes Are An Integral Part Of
                     These Unaudited Financial Statements.

                                       4


<PAGE>






                                       5
<PAGE>



<TABLE>

Tripacific Development Corporation
(A Development Stage Company)
Unaudited Statement Of Cash Flows

<CAPTION>
                                                                                                  Unaudited
                                                          Unaudited           Unaudited           July
                                                          Three Month         Three Month         18, 1997
                                                          Interim Period      Interim Period      (Inception)
                                                          Ended               Ended               Through
                                                          June                June                June
                                                          30, 1999            30, 1998            30, 1999

<S>                                                        <C>                 <C>                <C>
Net (Loss)                                                 ($3,491)                 $0          ($3,541)

Adjustments To Reconcile Net Loss To Net Cash
 Used In Operating Activities:

Stock Issued For Services                                        0                   0               50
Expenses Paid by Related Entity on Behalf of Company         3,491                   0            3,491

 Net Cash Flows Provided By Operations                           0                   0                0

Cash Flows From Investing Activities:

Net Cash Flows Provided By Investing Activities                  0                   0                0

Cash Flows From Financing  Activities:

Issuanance of Common Stock                                       0                   0                0

Net Cash Flows Provided By Financing Activities                  0                   0                0

Net Increase In Cash                                             0                   0                0
Cash At Beginning Of Period                                      0                   0                0

Cash At End Of Period                                           $0                  $0               $0


Summary of non-cash investing and financing activities:

Stock Issued for Services                                       $0                  $0              $50
Expenses Paid by Related Entity on Behalf of Company        $3,491                  $0           $3,491
<FN>

          The Accompanying Notes Are An Integral Part Of These Unaudited Financial Statements.
</FN>
</TABLE>

                                                     6

<PAGE>

<TABLE>

Tripacific Development Corporation
Unaudited Statement Of Shareholders' Equity

<CAPTION>
                                                                                                 (Deficit)
                                                                                                 Accumulated
                                                  Number Of                      Additional      During The
                                                  Common           Common        Paid-In         Development
                                                  Shares           Stock         Capital         Stage     Total

<S>                                                <C>             <C>           <C>             <C>       <C>
Balance At July 18, 1997                                0            $0            $0             $0        $0

Issuance of Common Stock:
July 18, 1997 for Services Valued                 500,000            50                                     50
 at $.0001 Per Share

Net Loss                                                                                         -50       -50

Balance At March 31, 1998 and 1999                500,000            50             0            -50         0


Net Loss June 30, 1999                                                                        -3,491    -3,491

Balance At June 30, 1999                          500,000           $50            $0        ($3,541)  ($3,491)
<FN>

          The Accompanying Notes Are An Integral Part Of These Unaudited Financial Statements.
</FN>
</TABLE>

                                                 7

<PAGE>

Tripacific Development Corporation
Notes To Unaudited Financial Statements
For The Three Month Period Ended June 30, 1999


Note 1 - Unaudited Financial Information

The unaudited financial  information included for the three month interim period
ended  June 30,  1999  were  taken  from the books and  records  without  audit.
However,  such information  reflects all adjustments  (consisting only of normal
recurring  adjustments,  which are of the opinion of  management,  necessary  to
reflect  properly  the  results of interim  period  presented).  The  results of
operations  for the three month period  ended June 30, 1999 are not  necessarily
indicative of the results expected for the fiscal year ended March 31, 2000.

Note 2 - Financial Statements

Management  has  elected to omit  substantially  all  footnotes  relating to the
condensed  financial  statements  of the Company  included in the report.  For a
complete set of footnotes,  reference is made to the Company's Report on Form 10
for the year ended  March 31,  1999 as filed with the  Securities  and  Exchange
Commission and the audited financial statements included therein.

                                       8

<PAGE>

                       TRIPACIFIC DEVELOPMENT CORPORATION

                                PLAN OF OPERATION

         The  following  discussion  of the plan of  operations  of the  Company
should be read in  conjunction  with the  financial  statements  and the related
notes thereto  included  elsewhere in this  quarterly  report for the six months
ended June 30, 1999.  This quarterly  report  contains  certain  forward-looking
statements and the Company's  future operation  results could differ  materially
from those discussed herein.

Introduction

         The  Company  intends to seek to acquire  assets or shares of an entity
actively  engaged in a business  that  generates  revenues,  in exchange for its
securities.  We have not identified a particular  acquisition target and has not
entered into any  negotiations  regarding such an  acquisition.  As soon as this
registration  statement  becomes  effective  under Section 12 of the '34 Act, we
intend to contact investment bankers,  corporate  financial analysts,  attorneys
and other investment industry  professionals  through various media. None of our
officers,  directors,  promoters or affiliates  have engaged in any  preliminary
contact or discussions with any  representative  of any other company  regarding
the  possibility  of an acquisition or merger between the Company and such other
company as of the date of this registration statement.

         Depending upon the nature of the relevant business  opportunity and the
applicable  state  statutes  governing  the manner in which the  transaction  is
structured,  the Company's  Board of Directors  expects that it will provide the
Company's  shareholders  with  complete  disclosure  documentation  concerning a
potential  business  opportunity  and the  structure  of the  proposed  business
combination prior to consummation. Such disclosure is expected to be in the form
of a proxy or information statement.

         While such disclosure may include audited financial  statements of such
a target entity,  there is no assurance that such audited  financial  statements
will be  available.  The  Board of  Directors  does  intend  to  obtain  certain
assurances  of value of the target entity  assets prior to  consummating  such a
transaction, with further assurances that an audited statement would be provided
within sixty days after closing.  Closing documents will include representations
that the value of the assets  conveyed to or otherwise so  transferred  will not
materially differ from the  representations  included in such closing documents,
or the transaction will be voidable.

         Due to the  Company's  intent  to  remain a shell  corporation  until a
merger or acquisition  candidate is identified,  it is anticipated that its cash
requirements  shall be minimal,  and that all necessary  capital,  to the extent
required,  will be provided by the  directors or officers.  The Company does not
anticipate  that it will have to raise  capital in the next twelve  months.  The
Company also does not expect to acquire any plant or significant equipment.

         The Company has no full time  employees.  Our  President  and Secretary
have  agreed  to  allocate  a portion  of their  time to the  activities  of the
Company, without compensation.  These officers anticipate that the business plan
of the Company can be implemented by their  devoting  approximately  5 hours per
month to the  business  affairs of the Company and,  consequently,  conflicts of
interest may arise with respect to the limited time commitment by such officers.
The Company does not expect any significant  changes in the number of employees.
See "Directors, Executive Officers, Promoters and Control Persons - Conflicts of
Interest".

         Our officers and directors may become involved with other companies who
have a business purpose similar to that of the Company.  As a result,  potential
conflicts of interest may arise in the future. If such a conflict does arise and
an officer or director of the Company is presented  with business  opportunities
under  circumstances  where there may be a doubt as to whether  the  opportunity
should  belong  to the  Company  or  another  "blank  check"  company  they  are
affiliated with, they will disclose the

                                       9

<PAGE>

opportunity to all such companies.  If a situation arises in which more than one
company  desires to merge with or acquire that target company and the principals
of the proposed  target company has no preference as to which company will merge
with  or  acquire  such  target  company,   the  company  which  first  filed  a
registration  statement  with the  Securities  and Exchange  Commission  will be
entitled to proceed with the proposed transaction.

General Business Plan

         The   Company's   purpose  is  to  seek,   investigate   and,  if  such
investigation warrants,  acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the  perceived  advantages
of an Exchange  Act  registered  corporation.  The Company will not restrict its
search to any specific  business,  industry,  or  geographical  location and the
Company may  participate in a business  venture of virtually any kind or nature.
This  discussion  of the proposed  business is  purposefully  general and is not
meant to be  restrictive  of the  Company's  virtually  unlimited  discretion to
search  for  and  enter  into  potential  business   opportunities.   Management
anticipates  that it may be able to participate  in only one potential  business
venture because the Company has nominal assets and limited financial  resources.
See "Part F/S,  Financial  Statements." This lack of  diversification  should be
considered a substantial risk to shareholders of the Company because it will not
permit the Company to offset  potential  losses from one venture  against  gains
from another.

         The Company may seek a business  opportunity  with  entities  that have
recently commenced operations, or that wish to utilize the public marketplace in
order to raise  additional  capital  in order to  expand  into new  products  or
markets,  to develop a new product or service,  or for other corporate purposes.
We may  acquire  assets  and  establish  wholly  owned  subsidiaries  in various
businesses or acquire existing businesses as subsidiaries.

         We anticipate that the selection of a business  opportunity in which to
participate  will be  complex  and  extremely  risky.  Due to  general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all shareholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

         We have,  and will  continue to have,  no capital with which to provide
the owners of business  opportunities with any significant cash or other assets.
However,  management  believes  we will be able to offer  owners of  acquisition
candidates  the  opportunity  to acquire a controlling  ownership  interest in a
publicly  registered  company  without  incurring  the cost and time required to
conduct an initial  public  offering.  The owners of the business  opportunities
will,  however,  incur significant legal and accounting costs in connection with
acquisition  of a business  opportunity,  including the costs of preparing  Form
8-K's, 10-K's or 10-KSB's, agreements and related reports and documents. The '34
Act specifically  requires that any merger or acquisition  candidate comply with
all applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the '34 Act.  Nevertheless,  the officers and  directors of the Company have not
conducted  market  research  and are not aware of  statistical  data which would
support the perceived  benefits of a merger or acquisition  transaction  for the
owners of a business opportunity.

         The analysis of new business  opportunities  will be undertaken  by, or
under the  supervision  of, the officers and  directors of the Company,  none of
whom is a professional  business analyst.  Management  intends to concentrate on
identifying preliminary prospective business opportunities which may be

                                       10

<PAGE>

brought to its  attention  through  present  associations  of our  officers  and
directors,   or  by  our  shareholders.   In  analyzing   prospective   business
opportunities, management will consider such matters as the available technical,
financial  and  managerial  resources;   working  capital  and  other  financial
requirements; history of operations, if any; prospects for the future; nature of
present and  expected  competition;  the quality and  experience  of  management
services which may be available and the depth of that management;  the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed  activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification;  and other relevant factors.  Officers and directors of the
Company  expect to meet  personally  with  management  and key  personnel of the
business  opportunity  as part of their "due  diligence"  investigation.  To the
extent  possible,  the Company  intends to utilize  written reports and personal
investigations to evaluate the above factors.  We will not acquire or merge with
any company that cannot provide audited financial statements within a reasonable
period of time after closing of the proposed transaction.

         Management of the Company,  while not especially experienced in matters
relating to the new business of the  Company,  shall rely upon their own efforts
and, to a much lesser extent, the efforts of our shareholders,  in accomplishing
the business  purposes of the Company.  It is not  anticipated  that any outside
consultants or advisors,  except for our legal counsel and accountants,  will be
utilized by the Company to effectuate its business purposes.  However,  if we do
retain such an outside consultant or advisor,  any cash fee earned by such party
will be paid by the prospective merger/acquisition candidate, as the Company has
no cash  assets  with  which to pay such  obligation.  We have no  contracts  or
agreements with any outside consultants and none are contemplated.

         We will not restrict our search for any specific kind of firms, but may
acquire a venture that is in its preliminary or development  stage or is already
operating.  It is  impossible to predict at this time the status of any business
in which the Company may become engaged,  in that such business may need to seek
additional  capital,  may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.  Furthermore,  we do not
intend to seek  capital  to  finance  the  operation  of any  acquired  business
opportunity until such time as the Company has successfully consummated a merger
or acquisition.

         It is anticipated  that the Company will incur nominal  expenses in the
implementation  of its  business  plan.  Because the Company has no capital with
which to pay these anticipated expenses,  present management of the Company will
pay these  charges  with their  personal  funds,  as interest  free loans to the
Company,  for a minimum  of  twelve  months  from the date of this  registration
statement.  If additional  funding is necessary,  management and or shareholders
will  continue to provide  capital or arrange for  additional  outside  funding.
However,  the only  opportunity  which management has to have these loans repaid
will  be  from a  prospective  merger  or  acquisition  candidate.  Management's
agreements with the Company  contain no negative  covenants that would impede or
prevent consummation of a proposed transaction.  There is no assurance, however,
that  management  will  continue  to provide  capital  indefinitely  if a merger
candidate cannot be found. If a merger candidate cannot be found in a reasonable
period of time,  management may be required  reconsider  its business  strategy,
which could result in the dissolution of the Company.

Acquisition of Opportunities

         In implementing a structure for a particular business  acquisition,  we
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement  with another  corporation  or entity.  It may also acquire
stock or assets of an existing  business.  On the consummation of a transaction,
it is probable that the present  management and shareholders of the Company will
no longer be in control of the Company. In addition,  our directors may, as part
of the terms of the  acquisition  transaction,  resign  and be  replaced  by new
directors  without a vote of the Company's  shareholders or may sell their stock
in

                                       11

<PAGE>

the Company.  Any terms of sale of the shares  presently held by officers and/or
directors of the Company will be also afforded to all other  shareholders of the
Company on  similar  terms and  conditions.  Any and all such sales will only be
made in  compliance  with  the  securities  laws of the  United  States  and any
applicable state.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it will be undertaken by the surviving  entity after the Company has
successfully  consummated a merger or  acquisition  and the Company is no longer
considered a "shell" company. Until a merger or acquisition is consummated,  the
Company will not attempt to register any additional securities.  The issuance of
substantial  additional  securities  and their  potential  sale into any trading
market  which may  develop in the  Company's  securities  may have a  depressive
effect on the value of the Company's  securities in the future, if such a market
develops, of which there is no assurance.

         While the actual terms of a  transaction  to which the Company may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity.  In such event, the shareholders of the Company would retain 20% or less
of the issued and outstanding shares of the surviving entity, which would result
in significant dilution in the equity of such shareholders.

         As part of the Company's "due  diligence"  investigation,  officers and
directors of the Company will meet personally with management and key personnel,
may visit and  inspect  material  facilities,  obtain  independent  analysis  of
verification of certain information provided, check references of management and
key personnel, and take other reasonable investigative measures to the extent of
the Company's limited financial resources and management  expertise.  The manner
in which the Company participates in an opportunity will depend on the nature of
the  opportunity,  the  respective  needs and  desires of the  Company and other
parties, the management of the opportunity and the relative negotiation strength
of the Company and such other management.

         With  respect to any merger or  acquisition,  negotiations  with target
company  management is expected to focus on the  percentage of the Company which
the target  company  shareholders  would  acquire in  exchange  for all of their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood  hold a substantially  lesser  percentage  ownership  interest in the
Company  following any merger or  acquisition.  The percentage  ownership may be
subject to  significant  reduction  in the event the  Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's then shareholders.

         We  will   participate  in  a  business   opportunity  only  after  the
negotiation and execution of appropriate written agreements.  Although the terms
of such agreements  cannot be predicted,  generally such agreements will require
some specific representations and warranties by all of the parties, will specify
certain  events of default,  will detail the terms of closing and the conditions
that must be satisfied by each of the parties  prior to and after such  closing,
will outline the manner of bearing costs,  including  costs  associated with the
Company's attorneys and accountants, will set forth remedies on default and will
include miscellaneous other terms.

                                       12

<PAGE>

         As stated previously, we will not acquire or merge with any entity that
cannot provide  independent  audited  financial  statements  within a reasonable
period of time after closing of the proposed transaction. The Company is subject
to the reporting  requirements of the '34 Act. Included in these requirements is
the  affirmative  duty of the  Company  to file  independent  audited  financial
statements as part of its Form 8-K to be filed with the  Securities and Exchange
Commission  upon  consummation  of a  merger  or  acquisition,  as  well  as the
Company's  audited  financial  statements  included in its annual report on Form
10-K (or 10-KSB, as applicable).  If such audited  financial  statements are not
available  at  closing,  or within  time  parameters  necessary  to  insure  the
Company's  compliance  with the  requirements  of the '34 Act, or if the audited
financial  statements provided do not conform to the representations made by the
candidate to be acquired in the closing  documents,  the closing  documents will
provide that the proposed  transaction will be voidable at the discretion of the
present management of the Company.  If such transaction is voided, the agreement
will also contain a provision  providing for the acquisition entity to reimburse
the Company for all costs associated with the proposed transaction.

Year 2000 Disclosure

         Many existing  computer programs use only two digits to identify a year
in  the  date  field.   These  programs  were  designed  and  developed  without
considering the impact of the upcoming change in the century.  If not corrected,
many computer  applications  could fail or create erroneous results by or at the
year 2000.  As a result,  many  companies  will be required to  undertake  major
projects  to address  the Year 2000  issue.  Because  the Company has no assets,
including any personal property such as computers, it is not anticipated that we
will incur any negative impact as a result of this potential  problem.  However,
it is  possible  that this issue may have an impact on us after we  successfully
consummate a merger or acquisition. Management intends to address this potential
problem with any prospective  merger or acquisition  candidate.  There can be no
assurances that new management of the Company will be able to avoid a problem in
this regard after a merger or acquisition is consummated.

Competition

         The Company will remain an  insignificant  participant  among the firms
which  engage  in the  acquisition  of  business  opportunities.  There are many
established  venture  capital and financial  concerns  which have  significantly
greater  financial and personnel  resources  and  technical  expertise  than the
Company. In view of the Company's combined extremely limited financial resources
and  limited  management  availability,  the  Company  will  continue to be at a
significant competitive disadvantage compared to the Company's competitors.

                                LEGAL PROCEEDINGS

         There is no litigation pending or threatened by or against the Company.






                                       13

<PAGE>



                       TRIPACIFIC DEVELOPMENT CORPORATION

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

                                    Exhibits

       Exhibit No.         Description
     ---------------------------------
         3.1*              Articles of Incorporation

         3.2*              Amendment to Articles of Incorporation

         3.3*              Bylaws

         4.1*              Specimen Informational Statement

         4.1.1*            Form of Lock-up Agreement Executed by the
                           Company's Shareholders

         27.1              Financial Data Schedule

*Filed as an Exhibit to the  Company's  Registration  Statement  on Form  10-SB,
dated July 23, 1999, and incorporated herein by this reference.

Reports on Form 8-K

        None

                                       14

<PAGE>


                       TRIPACIFIC DEVELOPMENT CORPORATION



                                   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.



                                            TRIPACIFIC DEVELOPMENT CORPORATION



Date: September 24,1999

                                            By: /s/ Devinder Randhawa
                                                    -------------------------
                                                    Devinder Randhawa, Secretary

                                            By: /s/ Bob Hemmerling
                                                    -------------------------
                                                    Bob Hemmerling, President



                                       15