SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

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

                  For the quarterly period ended March 31, 2001

                                       Or

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

              For the transition period from ________ to _________

                        COMMISSION FILE NUMBER 001-15241


                             YELLOWBUBBLE.COM, INC.
        (Exact name of Small Business Issuer as Specified in its Charter)


               NEVADA                                       33-0786959
    (State or Other Jurisdiction                           (IRS Employer
  of Incorporation or Organization)                     Identification No.)

         104-106 The Chambers, Chelsea Harbour, London, England SW10 0XF
                    (Address of Principal Executive Offices)

                               011-44-20-7871-0000
                 Issuer's Telephone Number. Including Area Code

     Check whether the issuer (1), has filed all reports required to be filed by
Section 13 or 15(d) of The Securities  Exchange Act of 1934 during the preceding
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
                                       ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of June 15, 2001 the registrant had
14,137,937 shares of Common Stock outstanding.


<PAGE>


PART I - FINANCIAL INFORMATION

       ITEM 1 - FINANCIAL STATEMENTS

                     YELLOWBUBBLE.COM, INC. AND SUBSIDIARIES

                        (A Development Stage Enterprise)

                          FORM 10-QSB - MARCH 31, 2001

                                      INDEX

       CONDENSED CONSOLIDATED BALANCE SHEETS
         March 31, 2001 (unaudited) and December 31, 2000 (audited)....... 1 - 2

       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         For the three months ended March 31, 2001 and 2000 and cumulative
           from September 2, 1999 (unaudited) ............................     3

       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the three months ended March 31, 2001 and 2000 and cumulative
           from September 2, 1999 (unaudited)............................. 4 - 5

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS .............. 6 - 7


ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION .......8 - 10


PART II   OTHER INFORMATION

Item 1.    Legal Proceedings..............................................     9
Item 2.    Changes in Securities and Use of Proceeds......................    10
Item 3     Defaults Upon Senior Securities................................    10
Item 4.    Submission of Matters to a Vote of Security Holders............    10
Item 5.    Other Information..............................................    10
Item 6.    Exhibits and Reports on Form 8-K...............................    10



<PAGE>


                             YELLOWBUBBLE.COM, INC.
                                AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          FORM 10-QSB - MARCH 31, 2001
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                           March 31,    December 31,
                                                                           2001             2001
                                                                         -----------    ------------
                                                                         (Unaudited)
ASSETS

Current Assets

<S>                                                                      <C>             <C>
     Cash and Cash Equivalents                                           $    21,711     $   209,700
     Accounts Receivable                                                       1,899           2,002
     Value Added tax recoverable                                              42,415          88,117
     Deposits                                                                      -          59,724
     Prepaid Expenses                                                        227,227         237,748
     Other current assets                                                      8,260           5,706
                                                                         -----------     -----------
                      Total current assets                               $   301,512     $   602,997

Property and equipment, net                                                  384,247         446,403

Deferred website development costs, net                                      856,390         953,189

Customer list, net                                                            57,557          68,349

Goodwill, net                                                                 74,823          79,140
                                                                         -----------     -----------
                                                                         $ 1,674,529     $ 2,150,078
                                                                         ===========     ===========


LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities

     Accounts payable and accrued expenses                               $   539,590     $   556,758
     Deferred subscription income                                             66,579          44,850
     Accrued wages and payroll taxes                                         115,338          37,263
     Shareholder loans                                                        56,146        (14,506)
     Other current liabilities                                                     -          50,377
     Current maturities of capitalized lease obligations                       6,009           6,208
                                                                         -----------     -----------

                   Total current liabilities                                 783,662         680,950

Capitalized lease obligations, net of current maturities                      58,571          63,425
                                                                         -----------     -----------

</TABLE>



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

                                       1
<PAGE>


                             YELLOWBUBBLE.COM, INC.
                                AND SUBSIDIARIES

                        (A DEVELOPMENT STAGE ENTERPRISE)
                          FORM 10-QSB - MARCH 31, 2001
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                   (continued)

<TABLE>
<CAPTION>

                                                                           March 31,    December 31,
                                                                           2001             2001
                                                                         ------------   ------------
<S>                                                                      <C>            <C>
Commitments and contingencies  (Notes 3 and 4)

Shareholders' equity

     Common stock, $.001 par value; 50,000,000 shares
     authorized; 14,137,937 shares issued and outstanding                      14,138         14,138
     Additional paid in capital                                             5,848,860      5,848,860
     Deficit accumulated during the development stage                     (5,097,480)    (4,531,306)
     Accumulated other comprehensive income                                    66,778         74,011
                                                                         -------------  -------------

                Total shareholders' equity                                    832,296      1,405,703
                                                                         -------------   ------------

                                                                         $  1,674,529   $  2,150,078
                                                                         ============   ============

</TABLE>


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

                                       2
<PAGE>


                             YELLOWBUBBLE.COM, INC.
                                AND SUBSIDIARIES

                        (A DEVELOPMENT STAGE ENTERPRISE)
                          FORM 10-QSB - MARCH 31, 2001
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                        Period from
                                                     Three months ended March 31,    September 2, 1999
                                                  --------------------------------    (inception), to
                                                        2001             2000          March 31, 2001
                                                  --------------    --------------   -----------------
Revenue
<S>                                               <C>               <C>              <C>
     Revenue                                      $           -     $           -    $            500
     Interest income                                        505             1,967              20,815
                                                  --------------    --------------   -----------------
                                                            505             1,967              21,315
Costs and expenses
     General and administrative                         314,748           152,159           2,692,862
     Legal and professional fees                         80,358           126,886           1,406,326
     Business development                                19,686           154,162             491,968
     Depreciation and amortization                      151,887            29,472             471,361
     Transfer taxes                                                        25,973              23,412
                                                        -
                                                  --------------    --------------   -----------------
                                                        566,679           488,652           5,085,929
                                                  --------------    --------------   -----------------

Net loss                                          $   (566,174)     $    (486,685)   $     (5,064,614)

                                                  --------------    --------------   -----------------

Basic net loss per share                          $       (0.04)    $       (0.05)
                                                  --------------    --------------

Weighted average common shares
     outstanding                                     14,137,937         9,820,971
                                                  --------------    --------------

</TABLE>


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

                                       3
<PAGE>


                             YELLOWBUBBLE.COM, INC.
                                AND SUBSIDIARIES

                        (A DEVELOPMENT STAGE ENTERPRISE)
                          FORM 10-QSB - MARCH 31, 2001
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                   Period from
                                                              Three months ended March 31,     September 2, 1999
                                                              ----------------------------       (inception), to
                                                                  2001             2000        March 31, 2001
                                                              -------------  -------------  --------------------

INCREASE (DECEASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities

<S>                                                           <C>            <C>               <C>
      Net loss                                                $   (566,174)  $   (486,685)     $     (5,064,614)

      Adjustments to reconcile net loss to net
      cash used in operating activities
          Depreciation and amortization                            151,886         29,472               471,360
          Loss on sale of property and equipment                         -              -                10,565

      Changes in operating assets and liabilities
          Accounts receivable                                            -              -               (25,880)
          Value added tax recoverable                               42,387              -               (45,730)
          Shareholder Loans                                         71,974         10,324                57,468
          Deposits                                                  58,328              -                (1,396)
          Prepaid expenses                                          (1,759)      (134,780)             (228,214)
          Other current assets                                      (2,932)             -               (11,401)
          Accounts payable and accrued expenses                     (5,067)       254,338               341,149
          Accrued wages and payroll taxes                           82,358         43,376                82,358
          Deferred subscription income                              24,747              -                69,597
          Other current liabilities                                (49,200)             -                86,418
                                                              -------------  -------------     -----------------

             Net cash used in operating activities                (193,452)      (283,955)           (4,206,560)
                                                              -------------  -------------     -----------------

Cash flows from investing activities
      Purchase of property and equipment                                -         (83,101)             (465,266)
      Deferred website development costs paid                           -        (212,333)             (409,329)
      Cash acquired in Zareeba acquisition                              -               -                40,127
                                                              -------------  -------------     -----------------
             Net cash used in investing activities                      -        (295,434)             (834,468)

Cash flows from financing activities
      Proceeds from issuance of common stock                             -      1,500,525             5,001,052
      Repayment of capitalized lease obligations                    (1,515)             -                (5,930)
                                                              -------------  -------------     -----------------
             Net cash (used in) provided by financing               (1,515)     1,500,525             4,995,122
             activities

Effect of exchange rate changes on cash                              6,978              -                67,617
                                                              -------------  -------------     -----------------

</TABLE>

                                       4
<PAGE>


                             YELLOWBUBBLE.COM, INC.
                                AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          FORM 10-QSB - MARCH 31, 2001
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (continued)
<TABLE>
<CAPTION>

                                                                                                   Period from
                                                              Three months ended March 31,     September 2, 1999
                                                              ----------------------------      (inception), to
                                                                  2001             2000          March 31, 2001
                                                              -------------  -------------     -----------------

<S>                                                           <C>            <C>               <C>
Net (decrease) increase in cash and cash equivalents               (187,989)       921,136                21,711

                                                              -------------   ------------     -----------------
Cash and cash equivalents, beginning of period                      209,700           18                     -

Cash and cash equivalents, end of period                      $      21,711   $    921,154     $          21,711
                                                              -------------   ------------     -----------------


</TABLE>



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


                                       5
<PAGE>


                     YELLOWBUBBLE.COM, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1    The Company

     Organization

     Yellowbubble.com,  Inc. (the "Company") was incorporated  under the laws of
     Nevada on February 5, 1998,  under the name Mall of Fame, Inc. On September
     15, 1998, the Company changed its name to Famous Internet Mall, Inc. and on
     December 31, 1999, to Yellowbubble.com, Inc.

     Business

     The Company is a network  marketing company that has a broad customer base,
     a  scaleable  business  model and a  sophisticated  core  technology.  This
     enables the Company to provide a range of market offerings  including (i) a
     business  opportunity for network marketing  specialists to sell discounted
     products and services to both commercial and consumer  markets,  and (ii) a
     software application for on-line advertisers to reach specific user groups.
     The Company  plans to initially  operate in the United  Kingdom and Europe.
     The  Company  has not yet  generated  any revenue  from  operations  and is
     considered to be in the development stage.

2    Significant accounting policies

     Interim financial information

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with accounting  principles  generally accepted
     in  the  United  States   applicable  to  interim   financial   statements.
     Accordingly,  they do not include all of the information and notes required
     for a complete set of financial  statements.  In the opinion of management,
     all adjustments and  reclassifications  considered necessary for a fair and
     comparable  presentation  have been included and are of a normal  recurring
     nature.  Operating  results for the three months ended March 31, 2001,  are
     not necessarily indicative of the results that may be expected for the year
     ending December 31, 2001. These condensed consolidated financial statements
     should be read in  conjunction  with the  December  31,  2000  consolidated
     financial  statements  and notes  thereto  included in the  Company's  Form
     10-KSB filed with the  Securities and Exchange  Commission.  The accounting
     policies used in the preparation of these condensed  consolidated financial
     statements  are  consistent  with those  described in the December 31, 2000
     consolidated financial statements.

     Principles of consolidation

     The consolidated  financial  statements include the accounts of the Company
     and its  wholly  owned  subsidiaries,  Yellowbubble.com  Holdings  Limited,
     Yellowbubble.com Limited, Aladin AG (inactive company) and Zareeba Limited.
     All significant intercompany transactions and balances have been eliminated
     in consolidation.

     Foreign currency translation

The  functional  currency  for all of the  Company's  subsidiaries  is the local
currency for each  subsidiary.  Assets and liabilities of the Company's  foreign
subsidiaries  are translated  into U.S.  dollars at end of period exchange rates
and income  statement items are translated at average  exchange rates during the
period.  Gains and losses  resulting  from the  translation  are  recorded  as a
separate   component  of  Shareholders'   equity  entitled   "Accumulated  other
comprehensive income".  Transaction gains and losses are recognized in income as
incurred.

                                       6
<PAGE>

2     Significant accounting policies (continued)

     Included in cash and cash equivalents at March 31, 2001, is $21,623 of cash
     and cash equivalents  denominated in foreign currencies (UK pounds sterling
     and European Monetary Union euro).

3    Basis of presentation and management's plans

     The accompanying unaudited condensed consolidated financial statements have
     been prepared  assuming the Company will continue as a going  concern.  The
     Company  has  made  a  substantial  investment  in  proprietary  technology
     development,  website  development  and  a  business  infrastructure.  As a
     result,  the  Company  has  incurred  losses  from  inception  and has been
     inhibited from generating sufficient operating revenue to fund its expenses
     and at March 31, 2001, had a working capital deficiency of $482,150.  These
     factors,  among others, raise substantial doubt about the Company's ability
     to continue as a going concern. The ability of the Company to continue as a
     going concern is contingent upon it obtaining additional debt and/or equity
     financing.  The accompanying condensed consolidated financial statements do
     not  include  any  adjustments  that might  result from the outcome of this
     uncertainty.

     The Company commenced  operations in the second quarter of 2001 and expects
     operating  cash  flows to fund a portion  of its  operating  expenses.  The
     Company has also embarked on a fund raising campaign to procure  additional
     funds through debt and equity  financings.  These amounts together with the
     planned  income  generation  are expected to be  sufficient  to sustain the
     Company's planned growth and development, particularly since overheads have
     been  substantially  curtailed,  including  directors and senior management
     remuneration. Any debt financing would likely include restrictive covenants
     limiting  the  Company's  ability  to obtain  additional  capital,  whether
     through  additional  debt or  equity  financing,  as  well  as  restrictive
     covenants  limiting  the Company with  respect to various  operational  and
     financial  matters.  There can be no assurance that  additional  financing,
     whether  through  debt or sales of equity  will be  available  on terms and
     conditions  acceptable  to the Company,  if at all. If financing  cannot be
     obtained,  the Company would be required to reduce or postpone expenditures
     and  may  be  forced  to  delay  its  planned  growth  or  curtail  certain
     operations.  In addition, the inability to obtain financing would cause the
     Company to exhaust all of its remaining  capital  reserves and would have a
     material adverse effect on the Company's business and results of operations
     and its ability to continue as a going concern.

4    Subsequent events

     Subsequent to March 31, 2001, certain of the Company's officers,  directors
     and  principal  shareholders  have made  loans to the  Company  aggregating
     approximately $359,000. The proceeds from these loans were used for working
     capital purposes.

                                       7
<PAGE>



Item 2.  Management's Discussion and Analysis

         Overview

         The Company is in the  development  stage and was organized in February
1998.  To date,  the Company has not  generated  any  significant  revenues from
operations.

         On March 2, 2000, the Company  completed a share exchange with the five
shareholders  of  YellowBubble.com  Holdings  Limited  ("Holdings"),  a  company
incorporated  under the laws of England.  Under the terms of the Share  Exchange
Agreement,  the Holdings  shareholders  transferred  to the Company all of their
shares in  consideration  for the issuance to them of 8,163,000 shares of Common
Stock,  representing in the aggregate approximately 61.5% of the then issued and
outstanding  shares of  Common  Stock.  In  connection  with  this  transaction,
effective February 2000, the Company changed its name to YellowBubble.com, Inc.

         Holdings is engaged in developing new forms of on-line shopping for the
consumer by creating a membership organization. Currently, the principal markets
for its services are located in the United Kingdom and Germany.

         During the next 12  months,  the  Company  intends to devote all of its
resources to developing and expanding Holdings' business.

         Results of Operations

         Revenues  in the  three-month  period  ended March 31, 2001 (the "First
Quarter") were $505 in interest income,  compared to $1,967 in the corresponding
quarter  of the  previous  fiscal  year.  Expenses  for the First  Quarter  were
$566,679 resulting in a net loss for the First Quarter of $566,174. Expenses for
the First Quarter consisted  primarily of $314,748 in general and administrative
expenses  which includes  salaries,  and $19,686 in business  development  costs
consisting primarily of consulting fees and marketing expenses. In addition, the
Company spent $80,358 in legal and professional fees.

         The Company's general and administrative  expenses  increased  $162,589
compared to the same period of 2000.  The increase was  attributed  primarily to
the increase in the number of employees, office rents, and office related costs.
During  2000,  the  Company  made   significant   expenditures  to  develop  its
proprietary  technology,   website  and  business   infrastrcuture,   which  was
substantially  completed  prior to the  beginning  of the  First  Quarter.  As a
result,  business development expenses and legal and professional fees decreased
by  $134,476  and  $46,528,  respectively,  compared  to the same  period in the
previous  year. In  comparison,  total  expenses for the  corresponding  quarter
increased $78,027 or 16 % from the first quarter in the prior year.

         For the period from  September 2, 1999 through  March 31, 2001 ("Period
Since  Inception")  revenues were $21,315 resulting in a cumulative loss for the
Period Since Inception of $5,064,614.

         Liquidity and Capital Resources

         As of March 31,  2001 the  Company's  principal  sources  of  liquidity
consisted  of cash of  $21,711  and a sales tax  refund  due to the  Company  of
$42,415.

         The Company's greatest cash requirements consists of salaries, and fees
for information technology maintenance,  Internet Service Providers and rentals.
In March 2001, certain of the Company's principal shareholders sold a portion of
their  shares and loaned the proceeds of such sales to the Company to meet these
costs.

         To date,  the Company has financed its operations primarily by  raising
capital from equity investors.

         On  June 11,  2001,  the  Company entered  into a  settlement with  the
English taxing  authorities  permitting  the Company to pay  delinquent  payroll
taxes of $88,890 in installments  over a twelve month period  commencing in June
2001.

         In  connection  with the share  exchange  completed in March 2000,  the
Company entered into an agreement  providing for a three phase private placement
of its Common Stock to an unaffiliated  purchaser (the  "Purchaser").  Under the
terms of the private  placement,  the  Purchaser was to have  purchased  342,000
shares of  Common  Stock at  $14.625  per  share  for a total  consideration  of
approximately  $5,000,000.  The  Company  completed  the  first two  phases  and
received approximately  $3,000,000.  In August 2000, the Company and an assignee
of Purchaser  entered into an agreement as to a new schedule for the issuance of
shares to such entity and payment  therefor.  Pursuant  to this  agreement,  the

                                       8
<PAGE>

Company agreed to issue 500,000 shares of Common Stock to Purchaser at $4.00 per
share.  All  500,000  shares  of  Common  Stock  have  been  issued in stages in
consideration for payments totaling $2,000,000.

     The  Company  has  incurred  significant  losses  from  operations  and has
generated  insufficient  operating revenue to fund its expenses. In addition, at
March 31, 2001, the Company had a working capital deficiency of $482,150.  These
factors (among others) raise  substantial  doubt about the Company's  ability to
continue as a going concern.  The Company is discussing with a number of parties
the  possibility of obtaining  financing for the Company's  business,  including
loans  to be  advanced  by  the  Company's  officers,  directors  and  principal
shareholders in the amount of approximately $450,000 as well as equity financing
through independent third parties.  Any such loans would be in addition to loans
in the principal amount of approximately $359,000 that have been advanced by the
Company's officers,  directors and principal  shareholders since March 31, 2001.
The Company  believes that the loans and  additional  equity,  together with the
anticipated income generated from its operations,  will be sufficient to execute
its intended business plan particularly since overheads  (including director and
senior management  remuneration  levels) have been  substantially  reduced.  The
Company is determined to do all it can to promote its growth and  development by
utilizing its marketing strengths and raise additional financing.  Nevertheless,
there can be no assurance  that such  financing  will be obtained  and,  even if
provided,  that the Company will have  sufficient  funds to execute its intended
business plan or generate positive operating  results.  If the Company is unable
to find such additional financing, it may have to curtail its operations.

         The  amount of  additional  funds that may be  required  and the timing
thereof will depend on many factors that the Company is unable to predict,  such
as the amount of revenues generated from operations and the market acceptance of
its products and services.  The Company  anticipates  that any equity  financing
would be expected to result in dilution to the holders of the  Company's  Common
Stock.  Any debt  financing  obtained by the  Company  may  include  restrictive
covenants limiting the Company's ability to obtain additional  capital,  whether
through  additional debt or equity financing,  as well as restrictive  covenants
limiting the Company with respect to various  operational and financial matters.
In any event,  there can be no  assurance  that  additional  financing,  whether
through  sales of  equity or debt,  will be  available  on terms and  conditions
acceptable  to the Company,  if available  at all. If such  financing  cannot be
obtained,  the Company  would be  required  to reduce or postpone  expenditures,
particularly  with respect to advertising and  promotional  campaigns and may be
forced  to  curtail  certain  operations.  Any such  postponement  would  have a
material adverse effect on the Company's  business and results of operations and
its ability to continue as a going concern.

         Forward Looking Statements

         This Form 10-QSB and other  reports  filed by the Company  from time to
time with the Securities and Exchange  Commission  (collectively  the "Filings")
contain or may contain forward looking statements and information that are based
upon  beliefs  of,  and  information   currently  available  to,  the  Company's
management  as  well  as  estimates  and  assumptions   made  by  the  Company's
management.

         When used in the filings the words "anticipate", "believe", "estimate",
"expect",  "future",  "intend", "plan" and similar expressions as they relate to
the Company or the Company's  management  identify  forward looking  statements.
Such  statements  reflect the current view of the Company with respect to future
events and are subject to risks,  uncertainties and assumptions  relating to the
Company's  operations and results of operations  and any businesses  that may be
acquired  by the  Company.  Should one or more of these  risks or  uncertainties
materialize,  or should  the  underlying  assumptions  prove  incorrect,  actual
results may differ  significantly from those anticipated,  believed,  estimated,
intended or planned.

                                     PART II
                                OTHER INFORMATION

         Item 1       Legal Proceedings

                      None required to be disclosed herein.


                                       9
<PAGE>

         Item 2       Changes in Securities and Use of Proceeds

                      None

         Item 3       Defaults Upon Senior Securities

                      None

         Item 4       Submission of Matters to a Vote of Security Holders

                      None

         Item 5       Other Information

                      None

         Item 6       Exhibits and Reports on Form 8-K

                      (a)    Exhibits

                             None

                      (b)    Reports on Form 8-K

                             None

                                   SIGNATURES

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

                                          YELLOWBUBBLE.COM, INC.



Date: June 20, 2001                       By: /s/ David Frank Henderson Scroggie
                                              ----------------------------------
                                                 David Frank Henderson Scroggie
                                                          Vice President


                                       10