<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                  FORM 10-QSB



                _______________________________________________

     [X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange
          Act of 1934

          For the quarterly period ended:  January 31, 2000

     [ ]  Transition period under Section 13 or 15(d) of the Securities Exchange
          Act of 1934 for the transition period from _______ to _____________.


     Commission file No. 0-30220


                _______________________________________________

                  COMMUNICATIONS  WORLD  INTERNATIONAL,  INC.
                  -------------------------------------------
                (Name of Small Business Issuer in Its Charter)


               Colorado                                    84-0917382
-------------------------------------       ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

  7315 S. Revere Parkway, Englewood,  Colorado                80112
------------------------------------------------      ---------------------
  (Address of principal executive offices)                  (Zip Code)

                                (303) 721-8200
                ----------------------------------------------
                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 Exchange Act of 1934 during the past 12 months (or
for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes  X   No ____
    ---

As of January 31, 2000 the issuer had 7,628,668 shares of its no par value
Common Stock issued and outstanding.
<PAGE>

                                    Part I

                             Financial Information

Item 1.  Financial Statements

           COMMUNICATIONS WORLD INTERNATIONAL, INC. AND SUBSIDIARIES
                    Consolidated Balance Sheet (Unaudited)
                               January 31, 2000
                           (In Thousands of Dollars)

________________________________________________________________________________

<TABLE>
<S>                                                                                                <C>
ASSETS
------
Current assets:
   Cash                                                                                            $   200
   Trade accounts and current portion of notes receivable, less allowance for
       doubtful accounts of $239                                                                     1,799
   Inventory                                                                                           386
   Prepaid expenses                                                                                     80
                                                                                                   -------
       Total current assets                                                                          2,465

Property and equipment, net                                                                            371
Deposits and other assets                                                                              182
Intangible assets, net                                                                               3,197
Deferred tax asset                                                                                   1,045
                                                                                                   -------
                                                                                                   $ 7,260
                                                                                                   =======

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
    Trade accounts payable                                                                         $ 1,343
    Revolving line of credit                                                                         1,007
    Current portion of notes payable                                                                   682
    Accrued expenses                                                                                   462
    Deposits and other current liabilities                                                              67
                                                                                                   -------
       Total current liabilities                                                                     3,561

Capital lease obligations and deferred revenue                                                          30
Notes payable (including $857 due to related parties)                                                2,914
                                                                                                   -------
       Total liabilities                                                                             6,505
                                                                                                   -------

Stockholders' equity:
   Preferred stock, 3,000,000 shares authorized:
       Series C (cumulative) - 50,000 shares issued and outstanding,                                    50
       Series F (cumulative) - 30,000 shares issued and outstanding                                     30
   Common stock, no par value, 25,000,000 shares authorized,
       shares issued and outstanding; 7,628,668                                                      8,119
   Additional paid-in capital                                                                          569
   Accumulated deficit                                                                              (8,013)
                                                                                                   -------
        Total stockholders' equity                                                                     755
                                                                                                   -------
                                                                                                   $ 7,260
                                                                                                   =======
</TABLE>

See accompanying notes to consolidated financial statements

                                       2
<PAGE>

           COMMUNICATIONS WORLD INTERNATIONAL, INC. AND SUBSIDIARIES
               Consolidated Statements of Operations (Unaudited)
             For the Three Months Ended January 31, 2000 and 1999
           (In Thousands of Dollars except Earnings Per Share data)

________________________________________________________________________________

<TABLE>
<CAPTION>
                                                            For the Three Months Ended January 31,
                                                            --------------------------------------
                                                                 2000                    1999
                                                                ------                  ------
<S>                                                         <C>                         <C>
Revenue:
   Franchise equipment sales                                    $1,328                  $1,153
   Direct equipment sales and service                            2,654                     688
   Royalty fees                                                     30                      43
   Other revenue                                                    66                      23
                                                                ------                  ------
        Total revenue                                            4,078                   1,907

Costs and expenses:
    Cost of franchise equipment sales                            1,219                   1,029
    Cost of direct equipment sales and service                   1,856                     459
    Selling                                                        274                     122
    General and administrative                                     885                     580
    Cost of expired letters of intent                                -                      33
    Depreciation and amortization                                   77                      42
    Interest expense                                               133                      58
                                                                ------                  ------
        Total cost and expenses                                  4,444                   2,323

(Loss) from operations before income taxes                        (366)                   (416)

Income tax benefit                                                   -                       -
                                                                ------                  ------

(Loss) from continuing operations                                 (366)                   (416)
                                                                ------                  ------

Discontinued operations, net of income taxes:
  Loss from operations of subsidiaries sold                          -                     (18)
  Loss on sale of subsidiaries                                       -                    (396)
                                                                ------                  ------

Loss from discontinued operations                                    -                    (414)

   Net (loss)                                                   $ (366)                 $ (830)
                                                                ======                  ======

Earning per share:
     Basic:
        Loss from continuing operations                         $ (.05)                 $ (.21)
                                                                ======                  ======
        Net (loss)                                              $ (.05)                 $ (.43)
                                                                ======                  ======
     Fully diluted:
        Loss from continuing operations                         $ (.05)                 $ (.21)
                                                                ======                  ======
        Net (loss)                                              $ (.05)                 $ (.43)
                                                                ======                  ======
</TABLE>

See accompanying notes to consolidated financial statements

                                       3
<PAGE>

           COMMUNICATIONS WORLD INTERNATIONAL, INC. AND SUBSIDIARIES
               Consolidated Statements of Operations (Unaudited)
              For the Nine Months Ended January 31, 2000 and 1999
           (In Thousands of Dollars except Earnings Per Share data)

________________________________________________________________________________

<TABLE>
<CAPTION>

                                                            For the Nine Months Ended January 31,
                                                            -------------------------------------
                                                                  2000                    1999
                                                                 ------                  ------
<S>                                                         <C>                         <C>
Revenue:
   Franchise equipment sales                                    $ 3,950                 $ 4,069
   Direct equipment sales and service                             6,789                   2,482
   Royalty fees                                                     111                     148
   Other revenue                                                    189                      56
                                                                -------                 -------
        Total revenue                                            11,039                   6,755

Costs and expenses:
    Cost of franchise equipment sales                             3,602                   3,610
    Cost of direct equipment sales and service                    4,530                   1,567
    Selling                                                         774                     275
    General and administrative                                    2,385                   1,765
    Executive officer severance compensation                          -                     138
    Cost of expired letters of intent                                 -                      78
    Depreciation and amortization                                   181                     150
    Interest expense                                                258                     193
                                                                -------                 -------
        Total cost and expenses                                  11,730                   7,776

       (Loss) from operations before income taxes                  (691)                 (1,021)

Income tax benefit                                                    -                       -
                                                                -------                 -------

(Loss) from continuing operations                                  (691)                 (1,021)

Discontinued operations, net of income taxes:
  Loss from operations of subsidiaries sold                           -                     (33)
  Loss on sale of subsidiaries                                        -                    (396)
                                                                -------                 -------

Loss from discontinued operations                                     -                    (429)
                                                                -------                 -------

         Net (loss)                                             $  (691)                $(1,450)
                                                                =======                 =======

Earning per share:
     Basic:
        (Loss) from continuing operations                       $  (.10)                $  (.53)
                                                                =======                 =======
        Net (loss)                                              $  (.10)                $  (.75)
                                                                =======                 =======
     Fully diluted:
        (Loss) from continuing operations                       $  (.10)                $  (.53)
                                                                =======                 =======
        Net (loss)                                              $  (.10)                $  (.75)
                                                                =======                 =======
</TABLE>

See accompanying notes to consolidated financial statements

                                       4
<PAGE>

           COMMUNICATIONS WORLD INTERNATIONAL, INC. AND SUBSIDIARIES
               Consolidated Statements of Cash Flows (Unaudited)
              For the Nine Months Ended January 31, 2000 and 1999
                           (In Thousands of Dollars)

________________________________________________________________________________

<TABLE>
<CAPTION>
                                                                  For the Nine Months Ended January 31,
                                                                  -------------------------------------
                                                                        2000                   1999
                                                                       ------                 ------
<S>                                                               <C>                        <C>
Cash flows from operating activities:
   Net (loss)                                                         $  (691)               $(1,450)
   Adjustments to reconcile to net cash provided
      (used) by operating activities:
          Depreciation and amortization                                   181                    150
          Provision for losses on accounts and notes receivable           101                     34
          Intangible write off - discontinued operations                    -                    259
          Changes in operating assets and liabilities:
               Trade accounts and notes receivable                       (445)                   573
               Inventories                                                (54)                   150
               Prepaid expenses                                           (72)                   (23)
               Deposits and other assets                                 (141)                     2
               Notes receivable                                           (44)                     -
               Trade accounts payable                                    (474)                  (126)
               Accrued expenses                                           107                   (185)
               Other liabilities                                           47                    (56)
                                                                      -------                -------
               Net cash (used) by  operating activities                (1,485)                  (672)
                                                                      -------                -------

Cash flows from investing activities:
    Acquisitions                                                       (1,636)                   (64)
    Capital expenditures                                                 (219)                   (22)
                                                                      -------                -------
               Net cash used by investing activities                   (1,855)                   (86)
                                                                      -------                -------

Cash flows from financing activities:
    Net borrowings under line-of-credit agreement                         510                   (961)
    Sale of Common Stock                                                  507                    310
    Sale of warrants                                                       18                      -
    Net proceeds from sale of Preferred Stock                               -                  1,759
    Redemption of Preferred Stock                                          16                      -
    Notes payable                                                       2,756                      -
    Repayment of notes and contract payable                              (308)                  (294)
    Repayment of capital lease obligations                                (16)                   (15)
                                                                      -------                -------
               Net cash provided by financing activities                3,483                    799

Net increase (decrease) in cash                                           143                     41

Cash at beginning of the period                                            57                     14
                                                                      -------                -------
Cash at end of the period                                             $   200                $    55
                                                                      =======                =======
</TABLE>

See accompanying notes to consolidated financial statements

                                       5
<PAGE>

           COMMUNICATIONS WORLD INTERNATIONAL, INC. AND SUBSIDIARIES
         Consolidated Statements of Cash Flows (Unaudited) - continued
              For the Nine Months Ended January 31, 2000 and 1999
                           (In Thousands of Dollars)

________________________________________________________________________________

<TABLE>
                                                                              2000                      1999
                                                                             -----                     -----
<S>                                                                          <C>                       <C>
Supplemental disclosures of cash flow information:
        Interest paid                                                        $ 164                     $ 192

    Non-cash investing activities:
        Sale of operating subsidiaries:
            Exchange of preferred stock as consideration                                               $ 372
            Note receivable taken as partial consideration                                             $  25
    Business acquisitions financed by :
            Issuance of common stock                                         $ 492
Conversion of preferred stock to common stock                                $ 491
Conversion of notes payable to common stock                                  $  15
</TABLE>

See accompanying notes to consolidated financial statements

                                       6
<PAGE>

           COMMUNICATIONS WORLD INTERNATIONAL, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements (Unaudited)

________________________________________________________________________________

(1)  Basis of Presentation

     The consolidated condensed interim financial statements included herein
     have been prepared by the Company, without audit, pursuant to the rules and
     regulations of the Securities and Exchange Commission.  Certain information
     and footnote disclosures normally included in financial statements prepared
     in accordance with generally accepted accounting principles have been
     condensed or omitted pursuant to such rules and regulations, although the
     Company believes the disclosures are adequate to make information presented
     not misleading.

     These statements reflect all adjustments, consisting of normal recurring
     adjustments which, in the opinion of management, are necessary for fair
     presentation of the information contained therein.  It is suggested that
     these consolidated condensed financial statements be read in conjunction
     with the financial statements and notes thereto, at April 30, 1999 and for
     the two years then ended included in the Company's report on Form 10-SB/A.
     The Company follows the same accounting policies in preparation of interim
     reports.

     Results of operations for the interim periods are not necessarily
     indicative of annual results.

(2)  Acquisitions

     During the nine months ended January 31, 2000, the Company completed the
     acquisitions of two companies.  The excess of purchase price over tangible
     assets in these two acquisitions was approximately $1,559,000.  The
     acquisitions were made with a combination of cash, issuance of common stock
     and notes.  Common stock was issued at the quoted market price within five
     business days of the closing of the sale.  A total of 442,050 shares of
     common stock were issued at the total market price of $492,123.  Notes were
     issued in the aggregate principal amount of $509,500 at an interest rate of
     7% per annum with various maturities through 2003.

(3)  Convertible Debt Offerings

     During the nine months ended January 31, 2000, the Company received net
     proceeds of approximately $1,362,000 from the sale of Units of Subordinated
     Convertible Notes and Common Stock Purchase Warrants.  Each Unit consisted
     of a $50,000 Note and 20,000 Warrants for a purchase price of $50,400.
     Each Note is convertible into Common Stock at $1.50 per share which may be
     lowered under certain circumstances.  Each Warrant is exercisable at $.40
     per share until September 30, 2004.

                                       7
<PAGE>

           COMMUNICATIONS WORLD INTERNATIONAL, INC. AND SUBSIDIARIES
            Notes to Consolidated Financial Statements (Unaudited)

________________________________________________________________________________

(3)  Convertible Debt Offerings (continued)

     In November 1999, additional net proceeds of approximately $722,000 were
     received from the sale of Notes and Warrants to two institutional
     investors.  The terms of these transactions were similar to the Unit
     offering, with certain exceptions.  The Company agreed to register the
     common stock which may be received upon conversion of these notes, and that
     if the registration statement is not declared effective by April 30, 2000,
     the institutional investors have the right to accelerate the maturity date
     of their notes to nine months from the date of exercise of the acceleration
     right.  If the institutional investors exercise the right to accelerate the
     maturity of their notes, the Company will redeem their Warrants at $.02 per
     Warrant.  The exercise price for these warrants is $.60, instead of the
     $.40 exercise price in the Units.  The Company is also restricted in its
     ability to prepay these notes.

(4)  Revolving Line of Credit

     In January 2000 the Company entered into a new revolving line of credit
     agreement with a finance company.  The revolving line of credit permits the
     Company to borrow up to $2,000,000 subject to certain collateral
     limitations.  Interest, at the rate of prime plus 3.5% per annum, is due
     monthly.  The revolving line of credit is collaterallized by substantially
     all of the assets of the Company.

                                       8
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operations

Statements herein, other than historical fact, may be deemed forward-looking.
These statements may be accompanied by words such as "believe," "estimate,"
"project," "expect," "anticipate," or "predict," that convey the uncertainty of
future events or outcomes.  These statements are based on assumptions that the
Company believes are reasonable; however, many factors could cause the Company's
actual results in the future to differ materially from the forward-looking
statements made herein and in any other documents or oral presentations made by,
or on behalf of, the Company.  Important factors which could cause actual
results to differ materially from those in forward-looking statements, include,
among others, the ability to obtain additional financing, which is not assured;
price and product competition by foreign and domestic competitors, including new
entrants; rapid technological developments and changes; the Company's
relationship with its suppliers and suppliers' ability to provide products on a
timely basis; the achievement of lower costs and expenses; reliance on large
customers; the Company's ability to attract acquisition candidates and to
successfully integrate acquisitions into the Company's business; interest rate
fluctuations and other general economic conditions. In light of the assumptions
and uncertainties inherent in forward-looking information, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the plans of the Company will be realized.


Results of Operations

For the three month and nine month periods ended January 31, 2000,
Communications World International, Inc. ("CommWorld" or the "Company") reported
net losses from continuing operations of $366,000 and $691,000, respectively, as
compared to net losses of $416,000 and $1,021,000 for the comparable periods
ended January 31, 1999.  Total revenue for the quarter ended January 31, 2000
was $4,078,000 compared to total revenue of $1,907,000 for the quarter ended
January 31, 1999.  For the nine month period ended January 31, 2000, total
revenue was $11,039,000 compared to total revenue of $6,755,000 for the nine
month period ended January 31, 1999.  During the nine months ended January 31,
2000, the Company completed two acquisitions.  One acquisition was completed on
September 30, 1999, and the other acquisition was completed on October 29, 1999.
Results of operations for these two acquisitions have been included in the
Company's Consolidated Statements of Operations since the respective date of
acquisition.


Franchise Segment

The sales of the franchise segment in the three month and nine month periods
ended January 31, 2000, remained relatively stable as compared to the same time
periods from the prior year.  The gross margin percentage on franchise equipment
sales was approximately 8% for the three month and 9% for the nine month periods
ended January 31, 2000 as compared to gross margins of approximately 11% for the
same periods in the prior year.  The prior year gross margins were improved by a
discount of $127,000 related to an agreement with Toshiba America Information
Systems, Inc., ("TAIS") the Company's principal supplier, to treat as non
interest bearing a note payable to TAIS in the amount of $1,086,000.  Exclusive
of the $127,000 discount, the gross margins from franchise equipment sales would
have resulted in a decrease in gross margin of $8,000 the nine month period
ended January 31, 1999.  Management does not expect future sales of the
franchise segment to materially increase over present levels.

                                       9
<PAGE>

Company Owned Segment

The increase in revenue from direct equipment sales and service was $1,966,000
and $4,307,000 for the three month and nine month periods ended January 31,
2000, respectively, compared to the same time periods from the prior year.  The
gross margin percentage on direct equipment sales and service declined
approximately 4% from 37% for the nine months ended January 31, 1999 to 33 % for
the nine months ended January 31, 2000.  Gross margins for the three month
periods ending January 31, 1999 compared to the same periods of the prior year
declined 3% from 33% to 30%.  The decrease in gross margin reflects an increase
in less profitable service business versus higher margin equipment installation
and sales in the Company's national account operations.  The decrease in
equipment installation and sales in the Company's national account operations is
the result of reduced activity with the Company's largest national account
customer.  The increase in sales reflects the Company's strategy to grow by
acquisition in the Southwest United States.  Sales for the three and nine months
ended include two acquisitions in the Dallas (completed in March and September
1999) and two acquisitions in the Denver (completed in April and October 1999)
markets. During the three month and nine month periods ended January 31, 1999
the operations of three subsidiaries were disposed of and were not included in
the respective periods' operations.

The increase in selling expenses was $81,000 and $279,000 for the three month
and nine month periods ended January 31, 2000, respectively, compared to the
same time periods from the prior year after giving effect to $71,000 and
$220,000 of selling expenses for the prior year comparable periods included in
loss from operations sold.  This net increase was due to increased commissions
on higher sales volume and a larger sales force in company owned operations.

In June of 1998, the Company entered into a letter of intent to merge with
Interconnect Acquisition Corporation ("IAC"), a privately-held company.  The
merger was completed January 28, 1999.  In connection with the merger, the
Company effected management changes, including the election of Jim Ciccarelli as
Chief Executive Officer and a director of the Company and Lionel Brown as
President of the Company.  Included in the loss for the nine months ended
January 31, 1999 is officer severance compensation of $138,000 related to two
executive officers who are no longer with the Company.

In conjunction with the merger with IAC, the Company is pursuing several
acquisition targets.  Costs associated with these potential acquisitions are
deferred and either capitalized as part of the cost of acquisition or are
expensed at the time that it is determined that the acquisition will not be
completed.  Included in the loss for the nine months ended January 31, 1999 are
$78,000 of costs associated with expired letters of intent.

The increase in general and administrative expenses was $221,000 and $176,000
for the three month and nine month periods ended January 31, 2000, respectively,
compared to the same time periods from the prior year after giving effect to
$84,000 and $444,000 of general and administrative expenses for the prior year
comparable periods included in loss from operations sold.  This net increase is
due to the increased number of locations where the Company conducts operations
and on the resulting higher volume of Company activity.  Additionally, executive
compensation increased by approximately $48,000 and $93,000 for the three and
nine month periods ended January 31, 2000, respectively, compared to the same
time periods from the prior year.

                                       10
<PAGE>

Lack of Working Capital; Need for Additional Financing
------------------------------------------------------

The Company's operations have historically been adversely affected by a lack of
working capital.  The Company uses a line of credit from a lending institution,
which is limited to the extent of available collateral. The Company's line of
credit is fully utilized to the extent of available collateral.  The lack of
available funding impedes the Company's ability to fund additional equipment
purchases and to expand its business operations.  Although the Company's working
capital deficit has been reduced by approximately $600,000 at January 31, 2000
as compared to its position at April 30, 1999, the Company expects to continue
its efforts to obtain additional capital.  The Company has no firm commitments
from any source and there can be no assurance the Company will obtain the
necessary capital.  Moreover, due to the Company's poor liquidity and operating
results and the absence of a NASDAQ listing for its Common Stock, the cost of
obtaining additional capital is expected to be significant.

In May 1999, the Company completed an offering of 13,807.5 Units with each Unit
consisting of one share of Series H Preferred Stock and warrants to purchase 40
shares of common stock at $3.00 per share through March 31, 2004.  The Company
received $2,761,500 in gross proceeds from this offering.  All of the shares of
Series H Preferred Stock have been converted into an aggregate of 2,761,500
shares of common stock.

In October 1999 the Company completed an offer of Units of Subordinated
Convertible Notes and Common Stock Purchase Warrants. Each Unit consists of a
$50,000 Note and 20,000 Warrants for a purchase price of $50,400. The Note is
convertible into Common Stock at $1.50 per share which may be lowered under
certain circumstances. Each Warrant is exercisable at $.40 per share until
September 30, 2004. The Company received net proceeds of approximately
$1,362,000 from the sale of these units.

In November 1999, additional net proceeds of approximately $722,000 were
received from the sale of Notes and Warrants to two institutional investors.
The terms of these transactions were similar to the Unit offering, with certain
exceptions.  The Company agreed to register the common stock which may be
received upon conversion of these notes, and that if the registration statement
is not declared effective by April 30, 2000, the institutional investors have
the right to accelerate the maturity date of their notes to nine months from the
date of exercise of the acceleration right.  If the institutional investors
exercise the right to accelerate the maturity of their notes the Company will
redeem their Warrants at $.02 per Warrant.  The exercise price for these
warrants is $.60, instead of the $.40 exercise price in the Units.  The Company
is also restricted in its ability to prepay these notes.

In January 2000, the Company entered into a new revolving line of credit
agreement with a finance company.  The revolving line of credit permits the
Company to borrow up to $2,000,000 subject to certain collateral limitations.
Interest, at the rate of prime plus 3.5% per annum, is due monthly.  The
revolving line of credit is collaterallized by substantially all of the assets
of the Company.

                                       11
<PAGE>

                                    Part II

                               Other Information
Item 5. Other Information.

On March 10, 2000, the Company entered into an agreement for a business
combination with Business Products, Inc. ("BPI"). BPI provides advanced data
technology services. It is headquartered in Denver, and has offices in Seattle
and Salt Lake City. BPI is privately held by Michael G. St. John and members of
his family. It is contemplated that, in connection with the merger, the St.
Johns will receive an aggregate of 12,600,000 shares of the Company's common
stock and warrants to purchase an additional 3,000,000 shares at $1.50 per share
if certain benchmarks are satisfied.

The merger is subject to approval of the Company's shareholders as well as
obtaining various approvals, and customary closing conditions.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

10.  General Credit and Security Agreement dated January 29, 2000, with SPECTURM
Commercial Services.


(b)  Reports on Form 8-K

Form 8-K filed on November 8, 1999, reporting the purchase of certain assets and
assumption of certain liabilities of West-Tech Communications Corp.

Form 8-K/A filed on January 7, 2000, reporting the historical financial
information and pro forma financial information for the purchase of certain
assets and assumption of certain liabilities of West-Tech Communications Corp.



                                  SIGNATURES


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


                                   Communications World International, Inc.
                                ------------------------------------------------
                                    (Registrant)



Date:  March 13, 2000           /s/ James M. Ciccarelli
       --------------           ------------------------------------------------
                                    James M. Ciccarelli, Chief Executive Officer



Date:  March 13, 2000           /s/  David E. Welch
       --------------           ------------------------------------------------
                                     David E. Welch, Chief Financial Officer

                                       12