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

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2002

       [ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (No Fee Required)

                           Commission File No. 0-26351



                                 iVIDEONOW, INC.
                                 ---------------
                 (Name of Small Business Issuer in its Charter)



              Delaware                                      77-0398908
----------------------------------------           -----------------------------
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation of organization                      Identification No.)


     8450 E. Crescent Parkway, Suite 100, Greenwood Village, Colorado 80111
     -----------------------------------------------------------------------
                      Address of principal executive office

                                 (720) 889-0133
                                 --------------
                            Issuer's telephone number

Check  whether  the issuer has (1) filed all  reports  required by Section 12 or
5(d) of the Exchange Act during the past 12 months, and (2) been subject to such
filing requirements for the past ninety (90) days. Yes ( X ) No ( )

As of June 30, 2002, 24,000,000 shares of Common Stock were outstanding.
















                                       i

<PAGE>
                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)







                                      INDEX

                                                                 Pages
                                                              -------------
PART I: FINANCIAL INFORMATION

  ITEM 1 - Financial Statements

     Independent Accountants' Report                               2

     Condensed Balance Sheet (Unaudited)
       as of June 30, 2002                                         3

     Condensed Statements of Operations (Unaudited)
       For the Quarter and Year-To-Date Periods Ended
       June 30, 2002 and 2001                                      4

     Condensed Statements of Cash Flows (Unaudited)
       For the Year-To-Date Periods Ended June 30, 2002
       and 2001                                                    5

     Selected Information - Substantially All Disclosures
       Required by Generally Accepted Accounting Principles
       are Not Included                                          6 - 8

  ITEM 2 - Management's Discussion And Analysis Of Financial
              Condition And Results Of Operations                9 - 12





















                                       1
<PAGE>
                         INDEPENDENT ACCOUNTANTS' REPORT





July 18, 2002, except for Note 8, as to which the date is August 13, 2002


To The Board of Directors and Stockholders of
iVideoNow, Inc.
Greenwood Village, CO  80111


We have reviewed the  accompanying  condensed  balance sheet of iVideoNow,  Inc.
(Development  Stage  Company,  inception date of January 1, 2002) as of June 30,
2002,  the  related  condensed  statements  of  operations  for the  quarter and
year-to-date  periods ended June 30, 2002 and 2001, and the condensed statements
of cash flows for the  year-to-date  periods ended June 30, 2002 and 2001. These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to such condensed financial statements for them to be in conformity with
generally accepted accounting principles.

The accompanying condensed financial statements have been prepared assuming that
the Corporation will continue as a going concern.  As discussed in Note 7 to the
condensed financial  statements,  and Note 17 to the annual financial statements
for the year ended December 31, 2001 (not presented herein),  certain conditions
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans in regard to these matters are also described in Notes 7 and
17 to the respective financial statements.



CALDWELL, BECKER, DERVIN, PETRICK & CO., L.L.P.
Woodland Hills, California











                                       2
<PAGE>
                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                             CONDENSED BALANCE SHEET
                                  JUNE 30, 2002
                                   (UNAUDITED)


                                     ASSETS

 CURRENT ASSETS
     Cash                                                               494
     Prepaid expenses - officers' salaries                           22,000
     Miscellaneous receivable                                         2,658
                                                               ------------

              Total Current Assets                                   25,152
                                                               ------------

 LONG-TERM ASSETS
     Notes receivable, including interest of $3,227                  53,227
     Deferred tax asset                                                  --
                                                               ------------

              Total Assets                                     $     78,379
                                                               ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
     Accounts payable                                          $     20,490
                                                               ------------
 STOCKHOLDERS' EQUITY
     Preferred stock,par value $.01 per share; 20,000,000
       shares authorized, 0 shares issued and outstanding                --
     Common stock, par value $.001 per share;  80,000,000
       shares authorized, 24,000,000  shares  issued  and
       outstanding                                                   24,000
     Additional paid-in capital                                   3,959,253
     Accumulated (deficit)                                       (3,864,455)
     (Deficit) accumulated during development stage                 (60,909)
                                                               ------------
              Total Stockholders' Equity                             57,889
                                                               ------------
              Total Liabilities and Stockholders' Equity       $     78,379
                                                               ============







                 See The Accompanying Selected Information to
                    Unaudited Condensed Financial Statements

                                       3
<PAGE>
                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<S>                                   <C>           <C>           <C>           <C>
                                          For the Quarter Ended   For the Year-to-Date Periods
                                                 June 30,                Ended June 30,
                                      --------------------------- ---------------------------
                                                                    (Note 3)
                                           2002            2001       2002           2001
                                      ------------- ------------- ------------- -------------
REVENUE                               $         --  $         --  $         --  $          --
                                      ------------  ------------  ------------  -------------
OPERATING EXPENSES
  Professional services                     21,475            --        35,949              --
  Salaries - Officer                        11,000            --        22,000              --
  Other                                        678            --         4,354              --
                                      ------------  ------------  ------------  --------------
      Total Operating Expenses              33,153            --        62,303              --
                                      ------------  ------------  ------------  --------------
      Income/(Loss) from Operations        (33,153)           --       (62,303)             --

OTHER INCOME/(EXPENSE)
  Interest income                            1,064            --         2,194              --
                                      ------------  ------------  ------------  --------------
        Income/(Loss) Before Taxes         (32,089)           --       (60,109)             --
(PROVISION) FOR INCOME TAXES                  (800)           --          (800)             --
                                      ------------  ------------  ------------  --------------
        (Loss) from continuing
           operations                      (32,889)           --       (60,909)             --
DISCONTINUED OPERATIONS
  (Loss) from discontinued
    operations of DCP and
    DXF (less applicable taxes
    of $1,600)                                  --      (365,093)           --        (700,877)
                                      ------------  ------------  ------------  --------------
        Net (Loss)                    $    (32,889) $   (365,093) $    (60,909)  $    (700,877)
                                      ============  ============  ============  ==============
(Loss) per share and common
   share equivalents                  $      (.001) $      (.052) $      (.003)  $       (.102)
                                      ============  ============  ============  ==============
Weighted average common
   shares outstanding                   24,000,000     7,044,235    23,817,680       6,848,631
                                      ============  ============  ============  ==============
</TABLE>












                 See The Accompanying Selected Information to
                    Unaudited Condensed Financial Statements

                                       4

<PAGE>
                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                         For the Year-to-Date
                                                        Periods Ended June 30,
                                                      --------------------------
                                                        (Note 3)
                                                          2002             2001
                                                      ------------- ------------
 CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
  Net (loss)                                          $    (60,909) $  (700,877)
  Deduct: Net (loss) from discontinued operations               --      700,877
                                                      ------------  -----------

 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) from continuing operations                   (60,909)          --
   Adjustments to reconcile net (loss) to
    net cash provided (used) by operating activities:
      Issuance of common stock for officers salaries        22,000           --
      (Decrease) in accounts payable                       (11,782)          --
      (Increase) in accrued interest income on
         notes receivable                                   (2,060)          --
                                                      ------------  -----------
       Net Cash (Used) by Operating Activities
         of Continuing Operations                          (52,751)          --
                                                      ------------  -----------
       Net Cash (Used) by Continuing Operations            (52,751)          --

       Net Cash (Used) by Discontinued Operations               --     (684,804)
                                                      ------------  -----------
 NET INCREASE (DECREASE) IN CASH                           (52,751)    (684,804)

 CASH AT THE BEGINNING OF THE PERIODS                       53,245      682,123
                                                      ------------  -----------
 CASH AT THE END OF THE PERIODS                       $        494  $    (2,681)
                                                      ============  ===========
 ADDITIONAL DISCLOSURES:
     Cash paid during the year for:

       Interest                                       $         --  $        --
                                                      ============  ===========
       Income taxes                                   $         --  $     1,600
                                                      ============  ===========
 NON-CASH INVESTING AND FINANCING ACTIVITIES:
     Issuance of common stock for prepaid
        officers' salaries                            $     22,000  $        --
                                                      ============  ===========



                 See The Accompanying Selected Information to
                    Unaudited Condensed Financial Statements

                                       5

<PAGE>
                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              SELECTED INFORMATION
                    Substantially All Disclosures Required By
           Generally Accepted Accounting Principles are Not Included
                                  JUNE 30, 2002

NOTE 1 - MANAGEMENT'S STATEMENT

The accompanying  unaudited condensed financial statements have been prepared in
accordance  with the  instructions  to Form  10QSB  and do not  include  all the
information and notes required by generally accepted  accounting  principles for
complete financial  statements.  In the opinion of management,  the accompanying
unaudited condensed  financial  statements contain all adjustments (all of which
are normal and  recurring in nature)  necessary to present  fairly the financial
position of  iVideoNow,  Inc.  (the Company) at June 30, 2002 and the results of
operations and cash flows for the periods ended June 30, 2002.

The notes to the  consolidated  financial  statements  that are  incorporated by
reference  into the 2001 Form 10-KSB  should be read in  conjunction  with these
financial statements.

NOTE 2  - BASIS OF CONSOLIDATION

The condensed  consolidated  statements of operations and cash flows for periods
ended June 30, 2001 include the accounts of iVideoNow, Inc. and its wholly owned
subsidiaries, DCP (a California corporation), DXF (a California corporation) and
DWV (a  California  corporation  -  inactive).  All  inter-company  accounts and
transactions  have been  eliminated  in  consolidation.  On August 31,  2001 and
September  27,  2001,  the  Company  sold  its  100%  interests  in DXF and DCP;
therefore,  the consolidated  financial statements of iVideoNow,  Inc. have been
restated to reflect the disposition of DCP and DXF as  discontinued  operations.
Accordingly,   the  revenues,  costs  of  expenses,  and  cash  flows  of  these
discontinued  operations have been excluded from the respective  captions in the
Condensed  Statements of Operations and Condensed  Statements of Cash Flows, and
have been  reported  through  the dates of  disposition  as "Income  (Loss) from
Discontinued  Operations" and "Net Cash (Used) by  Discontinued  Operations" for
all periods presented. On January 1, 2002, the Company sold its 100% interest in
DWV (a  California  corporation  -  inactive)  at its book  value of $100 to the
Company's  ex-President,  Peter Dunn. The balance sheet as of June 30, 2002, and
the condensed  statement of operations and cash flows for the periods ended June
30, 2002 includes only iVideoNow, Inc.

NOTE 3 - BASIS OF PRESENTATION

Because the Company has not generated any significant  revenue since it sold its
last  subsidiary  on January 1,  2002,  it is  considered  a  development  stage
company. Consequently, the accompanying condensed financial statements have been
prepared  using  the  accounting   formats   prescribed  for  development  stage
enterprises in accordance  with Financial  Accounting  Standards Board Statement
No. 7. The  inception of the  Development  Stage Period is January 1, 2002.  The
amounts  presented for the year-to-date  period ended June 30, 2002 are also the
amounts from the Company's inception.




                                       6
<PAGE>
                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              SELECTED INFORMATION
                    Substantially All Disclosures Required By
           Generally Accepted Accounting Principles are Not Included
                                  JUNE 30, 2002

NOTE 4 - USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

NOTE 5 - EARNINGS PER SHARE

Fully  diluted  per  share  data  is not  presented,  as the  effects  would  be
antidilutive.

NOTE 6 - STOCKHOLDERS' EQUITY

On January 16, 2002, the Board of Directors approved the issuance of 2,200,000
shares of common stock to the Company's President, Secretary, and Director for
services that will be rendered during the calendar year of 2002. The shares were
valued at $.02 per share for the total amount of $44,000. Compensation expenses
will be recognized at $11,000 per quarter during 2002.

The following is an analysis of activities in the Stockholders' Equity for the
six months ended June 30, 2002:
<TABLE>
<S>                     <C>     <C>     <C>         <C>      <C>         <C>           <C>          <C>
                                                                                        (Deficit)
                                                                                       Accumulated
                           Preferred       Common Stock      Additional                  During
                        --------------  -------------------  Paid-In     Accumulated   Development
                        Shares  Amount    Shares    Amount    Capital     (Deficit)       Stage      Balance
                        ------  ------  ----------  -------  ----------  ------------  -----------  ---------
  Balance at
  December 31,2001          --  $   --  21,800,000  $21,800  $3,917,453  $(3,864,455)  $       --   $ 74,798

  Issued shares for
  Services
  January 16, 2002          --      --   2,200,000    2,200      41,800          --            --     44,000

  Net (Loss)
  June 30, 2002             --      --          --       --          --          --       (60,909)   (60,909)
                        ------  ------  ----------  -------  ----------  ------------  ----------   --------
  Balance at
  June 30, 2002             --  $   --  24,000,000  $24,000  $3,959,253  $(3,864,455)  $  (60,909)  $ 57,889
                        ======  ======  ==========  =======  ==========  ============  ==========   ========
</TABLE>











                                       7

<PAGE>
                                 iVIDEONOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              SELECTED INFORMATION
                    Substantially All Disclosures Required By
           Generally Accepted Accounting Principles are Not Included
                                  JUNE 30, 2002

NOTE 7 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The financial  statements have been prepared  assuming the Company will continue
as a going concern.  The Company has not generated any revenue since  inception.
The Company plans to generate the additional  cash needed through the completion
of  additional  equity,  debt,  or merger  transactions.  There is no assurance,
however,  that the Company  will be able to complete  its plans in the future at
commercially  reasonable  terms,  if at all, or that the Company will be able to
meet its future contractual obligations.

NOTE 8 - SUBSEQUENT EVENT

On August 1, 2002, the Company issued  1,000,000 shares of its common stock, par
value of $.001,  $.03 per share for a total  value of  $30,000  to an  unrelated
party.



































                                       8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:

The information included in this discussion contains "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, including statements that include the words "believes", "expects",
"anticipates", or similar expressions. These forward-looking statements may
include, among others, statements of expectations, beliefs, future plans and
strategies, anticipated events or trends, and similar expressions concerning
matters that are not historical facts. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that could the cause
actual results, performance or achievements of the Company to differ materially
from those expressed in or implied by the forward-looking statements contained
herein.

Overview:

iVideoNow, Inc. was a developer and producer of comprehensive multimedia and
internet communication software. The Company provided its services to other
businesses interested in communicating with their clients, investors, employees
and the general public through the use of internet video. The Company conducted
its operations through two wholly-owned subsidiaries, DXF, Inc. and Digital
Corporate Profiles, Inc. The name of the Company was formally changed to
iVideoNow, Inc. on June 15, 2000.

In July 2001, as a result of continuing operating losses, the Company ceased
operations and laid off its employees. On August 31, 2001 and September 27,
2001, the Company sold all of the capital stock of DXF, Inc. and Digital
Corporate Profiles, Inc., respectively. Each former subsidiary was sold for a
$25,000 promissory note due December 31, 2006, with interest at 8% per annum.

Since October 2001, the Company's objective has been to acquire an operating
company that has experienced management and the potential for profitable growth
in exchange for the Company's securities. Such transaction may result in a
change in control of the Company. Although the Company has been in preliminary
discussions with several companies concerning a possible acquisition, the
Company has not reached an agreement with any such company. There can be no
assurances that such discussions will ultimately result in a transaction.

On December 31, 2001, the Company sold 11,000,000 shares of common stock in a
private placement to 16 accredited investors for $220,000. The 11,000,000 shares
represent approximately 50.5% of the outstanding shares of common stock. In
conjunction with this transaction, effective December 31, 2001, the existing
officers and directors of the Company resigned, and new officers and directors
were appointed. The Company is continuing its efforts to raise new capital in
2002.

Going Concern:

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course



                                       9

<PAGE>
of business. The carrying amounts of assets and liabilities presented in the
accompanying consolidated financial statements do not purport to represent the
realizable or settlement values. The Company has incurred net losses since
inception and has experienced severe liquidity problems. As a result of these
factors, the Company's independent certified public accountants have expressed
substantial doubt about the Company's ability to continue as a going concern.

The Company will require additional capital to fund future operating
requirements, as well as to fund any new business venture. The Company has been
exploring various alternatives to raise new capital, but there can be no
assurances that the Company will ultimately be successful in this regard.

From time to time the Company may also consider a wide range of other business
opportunities. Some of these business opportunities may be unrelated to the
Company's current business activities, could require additional capital, and
could result in a change in control of the Company.

Results of Operations:

Six Months Ended June 30, 2002 and 2001 -

As of June 30, 2002, the Company did not have any revenue-generating operations.
The Company had previously sold its operations for nominal consideration in
August and September 2001. Accordingly, these operations were classified as
discontinued operations in the accompanying financial statements.

Operating Expenses. For the Six months ended June 30, 2002, the Company incurred
professional services of $35,949, officer's salaries of $22,000 and other costs
of $4,354. Officer's salaries for 2002 were paid through the issuance of
2,200,000 shares of common stock valued at $0.02 per share. The aggregate fair
value of $44,000 is being charged to expense ratably throughout the year ending
December 31, 2002. The Company did not have any similar operating expenses for
the Six months ended June 30, 2001, since all operating expenses during such
period were classified in discontinued operations.

Other Income (Expense). For the Six months ended June 30, 2002, interest income
was $2,184. The Company did not have any interest income for the Six months
ended June 30, 2001.

Loss from Discontinued Operations. The Company had a net loss from discontinued
operations of $700,877 during the Six months ended June 30, 2001. The Company
did not have a net loss from discontinued operations during the Six months ended
June 30, 2002.

Net Loss. The Company had a net loss of $60,909 for the Six months ended June
30, 2002, as compared to a net loss of $700,877 for the Six months ended June
30, 2001.

Liquidity and Capital Resources - June 30, 2002:

During the last few years, the Company has relied on the proceeds from the sales
of its securities and short-term loans to provide the resources necessary to
develop its business operations, which were sold during 2001.




                                       10

<PAGE>
Operating Activities. The Company utilized cash of $52,751 in continuing
operations during the Six months ended June 30, 2002. The Company utilized cash
of $684,804 in discontinued operations during the six months ended June 30,
2001. The decrease of $632,053 in cash utilized in the continuing and
discontinued operations in 2002 as compared to 2001 was a primary result of
discontinued operating activities in 2002, from its wholly-owned subsidiaries,
which were sold by September 30, 2001. At June 30, 2002, the Company had cash
and cash equivalents of $494, net working capital of $4,662, and a current ratio
of 1.23:1. At December 31, 2001, the Company had cash and cash equivalents of
$53,245, net working capital of $23,631, and a current ratio of 1.73:1.

The Company did not have any cash flows from investing or financing activities
during the Six months ended June 30, 2002 and 2001.

Officer's salaries for 2002 were paid through the issuance of 2,200,000 shares
of common stock valued at $0.02 per share. The aggregate fair value of $44,000
is being charged to expense ratably throughout the year ending December 31,
2002. As of June 30, 2002, $22,000 of such amount was classified as a prepaid
expense.

New Accounting Pronouncements:

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which is effective January 1, 2002. SFAS No. 142 requires, among other
things, the discontinuance of goodwill amortization. In addition, SFAS No. 142
includes provisions for the reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of the existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS No. 142
also requires the Company to complete a transitional goodwill impairment test
six months from the date of adoption. The Company does not expect that the
adoption of SFAS No. 142 will have any impact on the Company's financial
statement presentation or disclosures.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". This statement addresses the diverse accounting practices for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company will be required to adopt this
statement effective January 1, 2003. The Company does not expect that the
adoption of SFAS No. 143 will have any impact on its financial statement
presentation or disclosures.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which is effective January 1, 2002. SFAS No. 144
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of", and a portion of APB Opinion No. 30,
"Reporting the Results of Operations". This statement provides a single
accounting model for long-lived assets to be disposed of and significantly
changes the criteria that would have to be met to classify an asset as
held-for-sale. Classification as held-for-sale is an important distinction since
such assets are not depreciated and are stated at the lower of fair value and
carrying amount. This statement also requires expected future operating losses




                                       11

<PAGE>
from discontinued operations to be displayed in the period(s) in which the
losses are incurred, rather than as of the measurement date as presently
required. The Company does not expect that the adoption of SFAS No. 144 will
have a material effect on the Company's financial statement presentation or
disclosures.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits:

       99.1  Chief Executive Officer Certification pursuant to 18 U.S.C. Section
             1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley  Act
             of 2002.

       99.2  Chief Financial Officer Certification pursuant to 18 U.S.C. Section
             1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley  Act
             of 2002.

(b)    Form 8-K:

       None


                                   SIGNATURES

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





Dated: August 14, 2002                       iVideoNow, Inc.


                                             /s/ Kevin R. Keating
                                             --------------------------------
                                             Kevin R. Keating, President


















                                       12