SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-Q/A-1


                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                    OF THE SECURITITES EXCHANGE ACT OF 1934



For the Quarter Ended March 31, 2000    Commission File Number: 0-5781


                             HAWKS INDUSTRIES, INC.

             (Exact name of registrant as specified in its charter)


            Wyoming                                           83-0211955
--------------------------------------------                  ----------
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                      Identification Number)


                     913 Foster Road, Casper, Wyoming 82601

                    (Address of principal executive offices)





Registrant's telephone number, including area code               (307) 234-1593


                                      N/A

Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (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 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_
    -


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.


     Class                                   Outstanding at March 31, 2000
     -----                                   -----------------------------
Capital Stock, $.01 par value                          1,326,705


<PAGE>







                                     INDEX
                                     -----


                                                               PAGE

PART I              FINANCIAL INFORMATION                        3


                    Consolidated Balance Sheets
                         March 31,2000 and December 31, 1999     4


                    Consolidated Statements of Operations
                         Three months ended March 31, 2000
                         and 1999                                5


                    Consolidated Statements of Cash Flows
                         Three months ended March 31, 2000
                         and 1999                                6


                    Notes to Consolidated Financial Statements   7


                    Management's Discussion and Analysis of
                         Financial Condition and Results
                         of Operation                            12

<PAGE>


PART II             OTHER INFORMATION                            14


<PAGE>






                         PART I: FINANCIAL INFORMATION



The accompanying unaudited Consolidated Financial Statements have been  prepared
in accordance with the instructions to Form 10-Q  and do not include all of  the
information and footnotes required  by generally accepted accounting  principles
for  complete  financial  statements.    In  the  opinion  of  management,   all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.

These statements should be read in conjunction with the Financial Statements and
notes thereto included in the Company's  Annual Report to Shareholders and  Form
10K/A-1 for the year ending December 31, 1999.

This quarterly  report contains  some  forward-looking statements  about  future
operations and  expectations of  Hawks Industries,  Inc. and  its  Subsidiaries.
Management believes  they are  reasonable representations  of Hawks  Industries,
Inc.  expected  performance  at  this  time.    Actual  results  may  vary  from
Management's stated expectations and projections.

<PAGE>
<TABLE>
<CAPTION>
                    HAWKS INDUSTRIES. INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                                                  March 31,      December 31,
                                                                    2000             1999
                                                                    ----             ----
                                                                 (unaudited)
<S>                                                              <C>             <C>
                 ASSETS
                 ------
CURRENT ASSETS
 Cash                                                          $      43,000   $       28,000
 Accounts Receivable                                                 264,000          429,000
 Short-term investments                                              200,000          200,000
 Cost on uncompleted contracts in excess of related billings          43,000            9,000
 Other current assets                                                 77,000           67,000

          Total current assets                                       627,000          733,000

PROPERTY AND EQUIPMENT, net (successful efforts method)            1,660,000        1,673,000

INVESTMENTS AND OTHER ASSETS
 Note receivable                                                      29,000           29,000
 Land investment                                                     196,000          196,000
 Available for sale investment                                       100,000          100,000
 Equity investment                                                         -           30,000
 Goodwill, net                                                       126,000          128,000
 Other assets                                                         33,000           36,000

                                                                     484,000          519,000

                                                               $   2,771,000   $    2,925,000


             LIABILITIES AND SHAREHOLDERS' EQUITY
              ------------------------------------
CURRENT LIABILITIES
 Notes payable                                                 $     299,000   $      283,000
 Current maturities of long-term debt                                 78,000           72,000
 Accounts payable                                                    149,000          172,000
 Accrued liabilities                                                  54,000           49,000

          Total current liabilities                                  580,000          576,000

LONG-TERM DEBT                                                       359,000          279,000

COMMITMENT FOR EQUITY INVESTMENT (See Note 7)                          2,000                -

CONTINGENT LIABILITY (See Note 4)                                          -               -

SHAREHOLDERS' EQUITY
 Capital stock:
 Preferred stock, $.01 par value, authorized 997,000
  shares: no shares issued                                                 -               -
 Common stock, $.01 par value, authorized 5,000,000 shares
  shares issued 1,351,513 in 2000 and 1999                            13,000           13,000
 Capital in excess of par value of common stock                    3,046,000        3,046,000
 Retained (deficit)                                               (1,205,000 )       (965,000 )
 Less Common Stock held in treasury at cost, 24,808
  Shares in 2000 and 1999 respectively                               (24,000 )        (24,000 )

                                                                   1,830,000        2,070,000

                                                               $   2,771,000   $    2,925,000


<FN>
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   Three Months Ended March 31, 2000 and 1999
                                  (Unaudited)
                                                       2000           1999
                                                       ----           ----
<S>                                                  <C>            <C>
Operating Revenue:
 Oil and gas                                      $     48,000    $    34,000
 Environmental                                         310,000        712,000
 Gain on sale of assets                                  1,000              -

                                                       359,000        746,000

Operating expenses:
 Oil and gas                                            10,000         12,000
 Environmental                                         429,000        527,000
 Deprecation, depletion and amortization                52,000        134,000
 General and administrative                             31,000         32,000

                                                       522,000        705,000

Operating Income (Loss) from operations               (163,000 )       41,000
Other income (expense):
 Other income                                            2,000          2,000
 Interest Income                                         3,000          3,000
 Interest expense                                      (14,000 )      (14,000 )
 Loss from LLC                                         (68,000 )           -

Income (loss) from operations Before Taxes            (240,000 )       32,000

Provision for taxes:
 Current                                                    -              -

Net Income (loss)                                 $   (240,000 ) $     32,000

Weighted average number of
 Common shares outstanding                           1,326,705      1,331,949


Income (loss) per common share                    $       (.18 ) $        .02


<FN>
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                   Three Months Ended March 31, 2000 and 1999
                                  (Unaudited)

                                                                2000          1999
                                                                ----          ----
<S>                                                           <C>           <C>
Cash flows from operating activities:
 Income (loss) from operations                              $  (240,000 ) $    32,000
 Adjustment to reconcile net income to net cash provided:
  Depreciation, depletion and amortization                       52,000       134,000
  Gain on sale of assets                                          1,000             -
  Loss from LLC                                                  68,000             -
  Change in operating assets and liabilities:
   Decrease (increase) in accounts receivable                   165,000      (302,000 )
   Increase in short-term investments                                 -        (3,000 )
   Increase in cost in excess of billings and other current
   assets                                                       (44,000 )     (22,000 )
   (Decrease) increase in accounts payable and accrued
   expenses                                                     (18,000 )      85,000

Net cash flow provided by (used in) operating activities        (16,000 )     (76,000 )


Cash flows from investing activities:
 Purchases of property and equipment                            (39,000 )     (59,000 )
 Proceeds from sale of properties                                 1,000             -
 Decrease in other assets                                         3,000         1,000
 Advances to LLC                                                (36,000 )           -
 Decrease in notes receivable                                         -         3,000

Net cash flow provided by (used in) investing activities        (71,000 )     (55,000 )


Cash flows from financing activities:
 Proceeds from debt obligations incurred                        166,000       172,000
 Reduction of debt obligations                                  (64,000 )     (33,000 )
 Purchase of common stock                                             -       (59,000 )

Net cash used in financing activities:                          102,000        80,000

Increase (Decrease) in cash and cash equivalents                 15,000       (51,000 )
Cash and cash equivalents at beginning of year                   28,000        60,000

Cash and cash equivalents at end of quarter                 $    43,000   $     9,000



<FN>
See Notes of Consolidated Financial Statements
</TABLE>
<PAGE>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Property and Equipment

Property and equipment at March 31, 2000 and December 31, 1999 consists of the
following:
<TABLE>
<PAGE>

<CAPTION>
                                                                        2000         1999
                                                                        ----         ----
<S>                                                                   <C>          <C>
Nonproducing oil and gas properties, net of valuation allowance of
 $2,000 in 2000 and $2,000 in 1999                                  $    14,000  $    14,000
Producing oil and gas properties                                      1,526,000    1,525,000
Furniture and fixtures                                                  418,000      417,000
Transportation equipment                                                202,000      207,000
Building and leasehold improvements                                     416,000      397,000
Engineering and lab equipment                                         1,144,000    1,127,000
Other                                                                    45,000       45,000

                                                                      3,765,000    3,732,000
Less accumulated depreciation and depletion                           2,105,000    2,059,000

                                                                    $ 1,660,000  $ 1,673,000


</TABLE>
Note 2.  Notes Payable, Long-Term Debt and Pledged Assets

Notes payable at March 31, 2000 and December 31, 1999 are as follow:
<TABLE>
<CAPTION>
                                                                                     2000         1999
                                                                                     ----         ----
<S>                                                                               <C>          <C>
Revolving line of credit $155,000 interest at Citibank Prime plus 3/4%, (9.75%
  at March 31, 2000) maturing September 16, 2000, collateralized by oil and gas
  properties                                                                    $     80,000 $     65,000
Revolving line of credit $200,000, interest at 6.46% maturing April 19, 2000
  collateralized by certificate of deposit                                           140,000      145,000
Short-term note payable due bank, interest at 9.75%, interest, only until March
     16, 2000, when it will be converted to long-term debt, collateralized by
     building                                                                         79,000       73,000

                                                                                $    299,000 $    283,000


</TABLE>
<PAGE>

                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note  2.  Notes Payable, Long-Term Debt and Pledged Assets (cont.)

Long-term debt at March 31, 2000 and December 31, 1999 is as follows:
<TABLE>
<CAPTION>
                                                                                    2000          1999
                                                                                    ----          ----
<S>                                                                               <C>           <C>
Mortgage notes payable to W.D. Hodges and Jim Ferris Properties, interest at
  9% payable $971 per month until September 17, 2013, collateralized by
  building                                                                      $   91,000   $    92,000
Mortgage note payable to bank, interest set at 4% above U.S. Treasury bill
  index for one year each June 1st, (8.66% at March 31, 2000), payable $1,181
  per month including interest until April 1, 2009, collateralized by office
  building                                                                          88,000        90,000
Installment loans payable, due at various times, interest rates from 9.0% to
  9.75% secured by equipment                                                            -         50,000
Note payable Wyoming Industrial Development Corporation, interest at 7.33%,
  payable $3,991 per month including interest until October 5, 2002,
  collateralized by equipment                                                      110,000       119,000
Note payable Wyoming Industrial Development Corporation, interest at 6.5%,
  payable $2,935 per month including interest until March 3, 2005
  collateralized by equipment.                                                     148,000            -

                                                                                   437,000       351,000
Less current maturities                                                             78,000        72,000

                                                                                $  359,000   $   279,000


</TABLE>

Aggregate maturities of long-term debt as follow:
<TABLE>
<S>                 <C>  <C>
2000                  $    78,000
2001                       82,000
2002                       77,000
2003                       45,000
2204                       48,000
Thereafter                107,000

                      $   437,000


</TABLE>
Actual cash payment for interest during the periods ended March 31, 2000 and
1999 were $14,000 and $14,000 respectively.
<PAGE>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Financial Information Relating to Industry Segments
<TABLE>
<CAPTION>
                                                       2000          1999
                                                       ----          ----
<S>                                                 <C>           <C>
Sales to unaffiliated customers:
 Oil and gas industry                             $    48,000   $     34,000
 Environmental testing and management industry        311,000        712,000

                                                  $   359,000   $    746,000


Operating profit (loss):
 Oil and gas industry                             $    14,000   $    (90,000)
 Environmental testing and management industry       (151,000 )      155,000
 Unallocated corporate expenses                       (26,000 )      (24,000)

                                                  $  (163,000 ) $     41,000


Identifiable assets:
 Oil and gas industry                             $   570,000   $    667,000
 Environmental testing and management industry      1,139,000      1,448,000
 Corporate assets                                   1,062,000      1,082,000

                                                  $ 2,771,000   $  3,197,000


Capital expenditures:
 Oil and gas industry                             $     1,000   $         -
 Environmental testing and management industry         38,000         59,000

                                                  $    39,000   $     59,000


Depreciation, depletion and amortization:
 Oil and gas industry                             $    15,000   $    100,000
 Environmental testing and management industry         32,000         30,000
 Other depreciation, depletion and amortization         5,000          4,000

                                                  $    52,000   $    134,000


Interest Income:
 Oil and gas industry                             $         -   $         -
 Environmental testing and management industry              -             -
 Corporate interest                                     3,000          3,000

                                                  $     3,000   $      3,000


Interest Expense:
 Oil and gas industry                             $     2,000   $      1,000
 Environmental testing and management industry          8,000          8,000
 Corporate interest                                     4,000          5,000

                                                  $    14,000   $     14,000


</TABLE>
<PAGE>

                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Significant Events

Effective February 1, 1998, Registrant, Hawks Industries, Inc. and a third party
investor, entered  into an  agreement with  the Company's  President, Joseph  J.
McQuade, whereby  Mr.  McQuade and  his  immediate family's  stockholdings  were
purchased by a third party investor at $.10  per share ($2.00 post split).   The
Company has entered into a severance agreement with Mr. McQuade which includes a
covenant not to compete.  Under the terms of the Agreement, the Company will pay
$50,000 per year  for four (4)  years, payable in  semi-monthly installments  to
McQuade in exchange for  the non-compete provision.   Mr. McQuade, effective  on
the same date, resigned as President of the Company and Chairman of the Board of
Directors.  Mr. Bruce  A. Hinchey was elected  by the Board  of Directors to  be
President of the Corporation and  James E. Meador, Jr.,  was selected to be  the
new Vice-President.  No replacement for Mr. McQuade has been made as of the date
of this report.

The Third party investor, the Anne  D. Zimmerman Revocable Trust dated  November
14, 1991 (the  Trust"), by acquiring  Mr. McQuade's and  his immediate  family's
shares, has 153,167 shares and therefore  has acquired 11.5% of the  outstanding
shares of the Company.  As such, the Trust is deemed to be a controlling person.
The Trustee of the Trust, Anne D. Zimmerman, will not sit on the Company's Board
of Directors, nor will she be an employee or officer of the Company.

Note 5.  Write down of impaired oil and gas properties

For the year ended  December 31, 1999, the  Company recorded impairments of  its
producing oil and gas properties in the amount of $130,000. The impairments were
recorded to depreciation, depletion and amortization  expense.  Using a  Company
authorized reserve study, Company  determined the fair  value of the  properties
using discounted future estimated cash flows. Earnings per share were ten  cents
for the year ended December 31, 1999 prior to  write down and loss per share  of
less than one cent after the write down.  For the quarter ended March 31,  1999,
$80,000 of the $130,000 was taken as depreciation and depletion.
<PAGE>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 6. Change in Control of Company

On June 10, 1999 Hawks Industries, Inc entered into an agreement with  Universal
Equities LTD., David H. Piepers, The Cornerhouse Limited Partnership and Winsome
Limited  Partnership  (Collectively  referred  to  as  "Buyers")  to  secure   a
controlling interest in Hawk's  Common Stock through a  private placement.   The
value placed on  Hawk's shares  in the offer  was $1.60  per share  for a  least
6,250,000 shares  of  common  stock yielding  the  Company  a  consideration  of
$10,000,000.  The offer also included the right to buy an additional  14,375,000
shares at the same price.  The maximum consideration to be received by Hawks  is
$33,000,000 if all the additional shares are purchased.

The Terms of the offer require  a payment of at  least $5,000,000 in cash,  with
the remainder of the considerations being paid in cash and/or transfer of buyers
rights to a  debt obligation from  North Star Exploration,  Inc ("North  Star"),
and/or North Star common  stock, and/or Zeus  Exploration, Inc. ("Zeus")  common
stock.   North Star  is a  private Nevada  Corporation with  options on  mineral
rights covering approximately 7,000,000 acres in Alaska.

The Agreement also requires the redemption of shares in Hawks owned by Bruce  A.
Hinchey, James  E. Meador,  Jr. and  the Anne  D. Zimmerman  Revocable Trust  in
exchange for certain assets of the Company.

The Private placement and redemption of  shares described above will be  subject
to Hawks Shareholders approval at its Annual Meeting in June or July 2000.

As a result  of this  transaction, the controlling  interest in  Hawks would  be
owned by the Buyer Group which will focus on its mineral claims in Alaska.

Note 7.  Summary Financial Information

The Company holds a 30% interest in a Limited Liability Company.  The investment
is being accounted  for by the  equity method.   The Company  has committed  for
future financial support of the  LLC and is a  corporate guarantor on the  LLC's
$400,000 line of credit.

Unaudited summary financial information for Enviro-Test Laboratories, LLC as  of
and for the three months ended March 31, 2000 follows:
<TABLE>
<S>                              <C> <C>
Current assets                      $    53,000

Noncurrent assets                   $   780,000

Current liabilities                 $   342,000

Noncurrent liabilities              $         -


Net sales                           $    28,000

Gross profit                        $  (155,000)

Loss from continuing operations     $  (225,000)

Net loss                            $  (225,000)

</TABLE>
<PAGE>

                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


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

During the  first quarter  of  2000, net  cash  flow from  operating  activities
decreased by $16,000, compared to a decrease of $76,000 in 1999.  This  decrease
in the  first quarter  of 2000  was due  a loss  from operations  offset by  the
collection of  accounts  receivable from  the  previous year.  The  decrease  in
accounts receivable was due  to decreased sales  in the Company's  environmental
testing and management segment in the first quarter of 2000. The sales  decrease
was caused by a slow down in the  customers testing through the middle of  March
2000.

Capital expenditures for  the first  quarter of  2000 were  $39,000 compared  to
$59,000 in 1999.   During 1999  the Company was  acquiring equipment during  the
first quarter for a large job that was in process at the time.

Proceeds from debt obligations were $166,000  during the first quarter of  2000,
this was the result of acquiring  a 6.5% $150,000 loan  from a local lender  and
then paying off some higher interest loans the Company had at the time.

The following information is provided for  the quarter ended March 31, 2000  and
1999:
<TABLE>
<CAPTION>
                                                      2000        1999
                                                      ----        ----
<S>                                                 <C>         <C>
Working Capital                                   $ 47,000    $ 157,000
Long-term debt to equity                            1:5.1       1:7.4
Cash provided by (utilized by) operations         $ (16,000)  $ (76,000)
Cash and short-term investments available         $ 243,000   $ 214,000
</TABLE>



Results of operations:
----------------------

Environmental testing and management:

Environmental testing and management revenues decreased to $310,000 in the first
quarter of 2000 from $712,000  in the first quarter  of 1999. This decrease  was
the result of a slow down in testing by  some of the Company's large clients  in
2000 during the months of January and February. During the month of March  2000,
activity started  to show  signs of  improving and  all indications  appear  the
second quarter will be strong. During the first quarter of 1999 the Company  had
a major contract, which was awarded again in 2000, with work scheduled to  begin
in the  second  quarter.    Environmental  testing  and  management's  operating
expenses were 18% less during  the first quarter of  2000 compared to the  first
quarter of  1999. This  decrease was  due to  less work  performed during  2000.
Although revenues decreased by 130%, costs decreased by only 18% as the  Company
had to maintain its key employees in  anticipation of a higher workload as  work
increased toward the end of  the first quarter. Shown  below is a table  showing
revenue and operating expense for the Company's environmental testing management
segments:
<TABLE>
<CAPTION>
                          2000             1999
                          ----             ----
<S>                   <C>              <C>
Sales               $    310,000    $     712,000
Operating expenses       429,000          527,000
                         -------          -------
                    $   (119,000)   $     185,000
                        =========         =======
</TABLE>
<PAGE>




Oil and gas:

Oil and  gas revenues  increased by  41% in  the quarter  ended March  31,  2000
compared to  the  first quarter  of  1999. This  increase  was entirely  due  to
increases in the price for gas and oil from the comparative quarter in 1999. Oil
and gas operating expenditures were also  slightly lower (16%) as operators  had
not started any repairs and maintenance during the winter months.

Below is a table showing revenues and operating expenses for the quarters  ended
March 31, 2000 and 1999 for the Company's oil and gas segment:
<TABLE>
<CAPTION>
                         2000        1999
                         ----        ----
<S>                   <C>          <C>
Sales               $    48,000 $     34,000
Operating expenses       10,000       12,000
                       --------     --------
                    $    38,000 $     22,000
                       ========     ========
</TABLE>

Additional information:

The Company had depreciation,  depletion and amortization  (DD&A) of $52,000  in
the first quarter of  2000 compared to  $134,000 in the  first quarter of  1999.
Eighty thousand dollars  of the  decrease from  1999 was  from a  write down  of
impaired oil and gas properties in the  first quarter of 1999 (see Note  5-Write
down of impaired oil and gas properties).


<PAGE>

General and administrative costs  were lower by $1,000  in the first quarter  of
2000 compared to the first quarter of  1999, a 6% decline. Interest expense  and
interest income were the same for the first quarter of 2000 and 1999.

In late 1999, the Company with  another company formed Enviro-Test  Laboratories
LLC, to  provide analytical  services  for air,  soils  and water  for  private,
industrial and government entities.  This lab as  anticipated showed losses  for
the first quarter of 2000.  The  Company's proportionate share of this loss  was
$68,000.


Income taxes:

The Company has  significant net  operating loss  carryforwards, investment  tax
credit carryforwards and other carryforward items, and accordingly should not be
liable for  ordinary income  taxes,  regardless of  the  loss during  the  first
quarter of 2000.

Overall, total revenues decreased by 52% in 2000 from the comparative quarter in
1999, because of a slowdown in testing period for the environmental testing  and
management in the  first two months  of 2000. Although  oil and  gas sales  were
higher by 41%, this could not compensate for the environmental testing  segment.
Total operating  expenses were  down by  26% as  a result  of less  work in  the
environmental testing segment; also reducing cost was the write down of impaired
oil and gas properties. Also increasing the Company's net loss for the period by
$68,000 was the anticipated loss from the newly formed LLC.



<PAGE>

                           Part II OTHER INFORMATION

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

Items filed on 8-K

None
<PAGE>

                                   SIGNATURES


Pursuant to 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 thereunto duly authorized.


                                        HAWKS INDUSTRIES, INC.
                                        (Registrant)



Date: June 12, 2000                     BY:   /s/ Bruce A. Hinchey
                                              --------------------
                                               Bruce A. Hinchey, President and
                                               Chief Executive Officer

Date: June 12, 2000                     BY:   /s/ Bill Ukele
                                              -------------- ------------
                                               Bill Ukele, Controller and
                                               Chief Financial Officer
<PAGE>