<PAGE>   1
________________________________________________________________________________
________________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
                                      
                                  FORM 10-Q
                               QUARTERLY REPORT
                                      
                     Pursuant to Section 13 or 15 (d) of
                     the Securities Exchange Act of 1934
                                      
                                      
  For the quarter ended September 30, 1995    Commission file number 1-11013
                                      
                                      
                      SPECIALTY CHEMICAL RESOURCES, INC.
             ----------------------------------------------------
             Exact name of registrant as specified in its charter
                                                          

                    Delaware                   34-1366838
             ----------------------     -----------------------
             State of incorporation     I.R.S. Employer I.D. No.
                                      
                                      
                9100 Valley View Road;  Macedonia, Ohio 44056
             ---------------------------------------------------
             Address of principal executive offices and zip code
                                      
                                      
                               (216)  468-1380
             ---------------------------------------------------
             Registrant's telephone number,  including area code
                                      
                                      


     Indicate by a 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 twelve (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 ninety
(90) days.  Yes__X__ No_____.

     The number of outstanding shares of the registrant's common stock as
of October 31, 1995 was 3,932,770.




_________________________________________________________________________
______________________________Page 1 of 15_______________________________

<PAGE>   2



                                      
                      Specialty Chemical Resources, Inc.
                                      
                                  Form 10-Q
                                      
                   For the quarter ended September 30, 1995

<TABLE>
<CAPTION>
                                    Index


<S>                                                                  <C>
Part I    Financial Information                                      Page


  Item 1. Financial Statements..........................................3
   
          Condensed Balance Sheets......................................3

          Condensed Statements of Operations, 3 Months..................5

          Condensed Statements of Operations, 9 Months..................6

          Condensed Statements of Cash Flows, 3 Months..................7

          Condensed Statements of Cash Flows, 9 Months..................8

          Notes to Financial Statements.................................9


  Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations................10



Part II   Other Information

  Item 1. Legal Proceedings............................................13

  Item 2. Changes in Securities........................................13

  Item 6. Exhibits & Reports on Form 8-K...............................14
</TABLE>





                                   2 of 15
<PAGE>   3



                       PART I.    FINANCIAL INFORMATION


Item 1.  Financial Statements


                      Specialty Chemical Resources, Inc.
                                      
                           Condensed Balance Sheets



<TABLE>
<CAPTION>
                                    September 30, 1995   December 31, 1994
                                        (Unaudited)          (Audited)    
                                       -------------     -----------------
<S>                                    <C>                 <C>
Current assets
  Cash and cash equivalents            $      3,346        $     15,025
  Accounts Receivables                    8,129,326           6,873,256
  Inventories (Note B)                    9,082,943           6,832,213
  Prepaid expenses                          205,848             383,084
  Refundable Income Taxes                    51,898              51,898
                                       ------------        ------------
       Total current assets              17,473,361          14,155,476


Property, plant and equipment
 At cost                                 12,905,053          10,813,702
   Less accumulated depreciation
     and amortization                    (3,174,267)         (2,739,671)
                                       ------------        ------------ 
                                          9,730,786           8,074,031

Other assets
   Goodwill                              20,508,423          20,970,474
   Other                                  1,176,451           1,358,471
                                       ------------       -------------
                                         21,684,874          22,328,945
                                       ------------       -------------


       Total assets                    $ 48,889,021        $ 44,558,452 
                                       ============        ============ 
</TABLE>





See accompanying Notes to Financial Statements.





                                    3 of 15
<PAGE>   4
                                      
                                      
                                      
                      Specialty Chemical Resources, Inc.
                                      
                           Condensed Balance Sheets
                                 (continued)
                                      




<TABLE>
<CAPTION>
                                    September 30, 1995  December 31, 1994
                                        (Unaudited)          (Audited)   
                                     ----------------   -----------------
<S>                                     <C>                 <C>                         
Current liabilities

  Accounts payable                      $ 7,725,162         $ 5,764,259
  Deferred Income Taxes                     203,505             242,219
  Accrued expenses                          966,501             787,333
  Accrued cost related &
    Restructuring Plan (Note C)              77,488             941,460
                                        -----------         -----------
      Total current liabilities           8,972,656           7,735,271


Long-term obligations
  less current maturities                 9,230,497           4,512,247
Deferred Income Taxes                     1,678,589           1,871,586
                                         ----------          ----------
  Total non-current liabilities          10,909,086           6,383,833


Stockholders' equity
  Preferred stock - $.01 par value;
    authorized 2,000,000 shares               -                   -
  Common Stock - $.10 par value;
    authorized 13,000,000 shares;
    issued and outstanding 3,932,771
    and 3,932,776                           393,277             393,277
  Additional paid in capital             41,878,575          41,878,575
  Accumulated deficit                   (13,264,573)        (11,832,504)
                                        -----------         ----------- 
                                         29,007,279          30,439,348
                                        -----------         -----------

                                        $48,889,021         $44,558,452
                                        ===========         ===========
</TABLE>



See accompanying Notes to Financial Statements.





                                    4 of 15
<PAGE>   5
                                      
                      Specialty Chemical Resources, Inc.
                                      
                      Condensed Statements of Operations
                                 (Unaudited)
                                      
                        For the 3 month periods ended:

<TABLE>
<CAPTION>
                                   September 30, 1995    September 30, 1994
                                   ------------------    ------------------
<S>                                    <C>                  <C>               
Net Sales                              $10,521,005           $11,942,573

Cost of Goods Sold                       8,689,452             9,966,231
                                       -----------           -----------

     Gross profit                        1,831,553             1,976,342

Selling, general and administrative
   expenses                              1,600,400             1,698,557
Amortization of intangibles                217,173               218,448
                                       -----------           -----------

     Operating profit (loss)                13,980                59,337

Other (income) expense
  Interest expense                         214,465               134,648
  Other                                     13,836               (15,084)
                                       -----------           ----------- 

                                           228,301               119,564
                                       -----------           -----------
     Earnings (loss) before income
     taxes and extraordinary items        (214,321)             ( 60,227)

Income taxes (benefit)                    ( 80,000)             (211,000)     
                                       -----------           -----------                                       
  Net Earnings (loss) before extra-
     ordinary items                       (134,321)              150,773

Extraordinary gain (loss)(Note A)            -0-                (831,000)
                                       -----------           ----------- 
     Net earnings (loss)               $  (134,321)          $  (680,227)
                                       ===========           =========== 

Earnings (loss) per common share:
     Earnings (loss) before extra-
      ordinary item                    $     (.03)          $       .04
     Extraordinary item                $     (.00)          $      (.21)
                                       ----------           ----------- 
     Net Earnings                      $     (.03)          $      (.17)
                                       ==========           =========== 


Weighted average shares outstanding     3,962,252              3,932,777
</TABLE>


See accompanying Notes to Financial Statements.



                                    5 of 15
<PAGE>   6
                      Specialty Chemical Resources, Inc.
                                      
                      Condensed Statements of Operations
                                 (Unaudited)
                                      
                        For the 9 month periods ended:
                                      
<TABLE>
<CAPTION>
                                   September 30, 1995    September 30, 1994
                                   ------------------    ------------------
<S>                                   <C>                    <C>
Net Sales                              $31,989,959           $32,437,452

Cost of Goods Sold                      26,785,649            27,147,678
                                       -----------           -----------

     Gross profit                        5,204,310             5,289,774
Selling, general and administrative
   expenses                              4,891,179             5,007,951
Amortization of intangibles                651,519               655,344
Proxy Contest                              650,000                -0-   
                                       -----------           -----------
     Operating Profit (loss)              (988,388)             (373,521)


Other (income) expense
  Interest expense                         535,910               455,295
  Other                                    (12,229)              (18,173)
                                       -----------           ----------- 
                                           523,681               437,122
                                       -----------           -----------
     Earnings (loss) before income
     taxes and extraordinary items      (1,512,069)             (810,643)

Income taxes (benefit)                     (80,000)             (274,000)
                                       -----------           ----------- 
     Net earnings (loss) before extra-
     ordinary items                     (1,432,069)             (536,643)

Extraordinary gain from insurance
     settlement (net of income taxes)       -0-                2,163,797
                                       -----------           -----------

     Net earnings                      $(1,432,069)          $ 1,627,154 
                                       ===========           =========== 

Earnings (loss) per common share:
     Earnings (loss) before extra-
      ordinary item                    $     (.36)            $     (.14)
     Extraordinary item                $      -0-             $      .55
                                       ----------             ----------
     Net earnings                      $     (.36)            $      .41
                                       ==========             ==========

Weighted average shares outstanding     3,962,252              3,932,777
</TABLE>


See accompanying Notes to Financial Statements.



                                    6 of 15
<PAGE>   7
                                      
                      Specialty Chemical Resources, Inc.
                                      
                      Condensed Statements of Cash Flows
                                 (Unaudited)
                                      
                        For the 3 month periods ended:
                                      

<TABLE>
<CAPTION>
                                     September 30, 1995  September 30, 1994
                                     ------------------  ------------------
<S>                                       <C>               <C>
Net cash provided (used) by operating
  activities                              $    93,290        $ (399,461)

Cash flows from investing activities:
  Expenditures for property, plant and
   equipment - net                           (441,277)         (259,278)
                                          -----------       ----------- 

       Net cash provided (used) by
         investing activities                (441,277)         (259,278)
Cash flows from financing activities:
  Increase (decrease) in capital lease
   obligations                                  1,050            10,171
  Payments on revolver                     (1,920,000)       (1,870,000)
  Proceeds on revolver                      2,265,000         2,514,000
                                          -----------       -----------

       Net cash provided (used) by
         financing activities                 346,050           654,171
                                          -----------       -----------

       Net increase (decrease) in cash
         and cash equivalents                  (1,937)          ( 4,568)
Cash and cash equivalents at beginning
 of period                                      5,283            22,892
                                          -----------       -----------

Cash and cash equivalents at end
  of period                               $     3,346       $    18,324 
                                          ===========       =========== 
</TABLE>





See accompanying Notes to Financial Statements.





                                    7 of 15
<PAGE>   8
                      Specialty Chemical Resources, Inc.
                                      
                      Condensed Statements of Cash Flows
                                 (Unaudited)
                                      
                        For the 9 month periods ended:


<TABLE>
<CAPTION>
                                     September 30, 1995  September 30, 1994
                                     ------------------  ------------------
<S>                                       <C>               <C>
Net cash provided (used) by operating
  activities                              $(2,272,567)      $ 5,477,895

Cash flows from investing activities:

  Expenditures for property, plant and
   equipment - net                         (2,460,162)         (354,433)
                                          -----------        ---------- 

       Net cash provided (used) by
         investing activities              (2,460,162)         (354,433)

Cash flows from financing activities:
  Payments on revolver                     (4,455,000)      (15,165,000)
  Increase (decrease) in capital lease
   obligations                                  1,050            10,171
  Proceeds on revolver                      9,175,000        10,017,000
                                          -----------       -----------

       Net cash provided (used) by
         financing activities               4,721,050        (5,137,829)
                                          -----------       ----------- 

       Net increase (decrease) in cash
         and cash equivalents                 (11,679)          (14,367)

Cash and cash equivalents at beginning
  of period                                    15,025            32,691
                                          -----------       -----------

Cash and cash equivalents at end
  of period                               $     3,346       $    18,324 
                                          ===========       =========== 
</TABLE>





See accompanying Notes to Financial Statements.





                                    8 of 15
<PAGE>   9
                      Specialty Chemical Resources, Inc.
                                      
                        Notes to Financial Statements


Note A - Summary of Significant Accounting Policies

     The accompanying audited and unaudited financial statements have been
prepared in conformity with generally accepted accounting principles and all
adjustments are of a normal recurring nature and are, in the opinion of
management, necessary to present fairly the financial position of Specialty
Chemical Resources, Inc. (The "Company") at December 31, 1994 and September 30,
1995 and the results of operations and cash flows for the interim periods ended
September 30, 1995.

     The effective tax rate for the nine-months ended September 30, 1994 was
revised to 33.8% upon electing gain recognition on the replacement of the fire
damaged assets with the filing of the tax return in the third quarter then
ended.  The tax affect based on this revised rate for the nine-months ended
September 30, 1994 and the quarter was a benefit of $211,000.  The
extraordinary gain booked in the second quarter had a tax impact of $831,000 of
tax, which arose on the replacement of the fire damaged assets with the filing
of the tax return.

     Any other significant accounting policies employed in the preparation of
the financial statements are included in the Company's most recent Form 10-K.


Note B - Inventories

     Inventories are stated at the lower of cost or market determined by the
last-in, first-out (LIFO) method for raw materials and the first-in, first-out
(FIFO) method for finished goods.

     The Company's inventories consisted of the following at:

<TABLE>
<CAPTION>
                                      September 30,     December 3l,
                                          1995             1994    
                                      ------------      -----------
       <S>                              <C>             <C>
       Raw materials                    $5,784,486      $4,368,396
       Finished goods                    3,908,627       3,049,421
                                        ----------      ----------
         Total FIFO cost                 9,693,113       7,417,817

       Less: Excess of FIFO cost over
             LIFO                          610,170         585,604
                                        ----------      ----------
         Total LIFO cost                $9,082,943      $6,832,213
                                        ----------      ----------
</TABLE>





                                    9 of 15
<PAGE>   10
Note C - Restructuring Plan

     In the fourth quarter of 1994, the Company's Board of Directors approved a
plan to reduce the Company's cost structure and to improve operations through
the consolidation of facilities and reductions in the number of employees.
During the nine months ended September 30, 1995 the Company charged $864,000
against the Restructuring Plan accrual.  These charges were composed of
$260,000 for the discontinuation of a product line, $9,000 for employee
termination benefits, $502,000 for the abandonment of certain equipment, and
$93,000 for the abandonment of leasehold improvements.  The manufacturing
facilities consolidation is substantially completed; only $77,000 remains
accrued of an original accrual of $941,000.  The Company anticipates the
remainder of the Restructuring Plan will be completed by December 31, 1995.


Note D - Legal Proceedings

     There have been no material changes in the status of legal proceedings
pending against the Company other than that which was reported on the Company's
most recent Form 10-K.

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Results of Operations

     The following table sets forth, for the periods indicated, the percentage
relationship to net sales of certain items included in the Company's Statement
of Operations.

<TABLE>
<CAPTION>
                                                   Nine Months Ended    Three Months Ended
                                                     September  30,        September 30,  
                                                   -----------------     -----------------
                                                      1995      1994        1995     1994
                                                      ----      ----        ----     ----
<S>                                                  <C>       <C>        <C>       <C>
Net sales.........................................   100.0%    100.0%     100.0%    100.0%

Cost of goods sold................................    83.7%     83.7%      82.6%     83.5%
                                                     ------    ------     ------    ------

  Gross profit....................................    16.3%     16.3%      17.4%     16.5%

Selling, general and administrative expenses......    15.3%     15.4%      15.2%     14.2%

  Operating profit.(loss).........................    (3.1%)    (1.2%)      0.1%      0.5%

Interest expense..................................     1.7%      1.4%       2.0%      1.1%
</TABLE>


     Net sales of $31,990,000 for the nine-month period ended September 30,
1995, were $447,000, or 1.4%, below the comparable period in the prior year.
This decrease occurred as a result of production shortfalls during the third
quarter.


                            10 of 15
<PAGE>   11
     For the third quarter ended September 30, 1995, net sales of $10,521,000
were $1,422,000, or 11.9%, below the comparable period, in the prior year.
This decrease was mainly attributable to production shortfalls during the third
quarter.

     Cost of goods sold for the nine-month period ended September 30, 1995,
decreased by $362,000 as compared to the same period in the prior year.  This
decrease was due principally to decreased sales with respect to the nine month
period ended September 30, 1995.

     Cost of goods sold as a percentage of net sales was 83.7% for both the
nine-month periods ended September 30, 1994 and 1995, respectively.


     Cost of goods sold decreased by $1,277,000 for the three-months ended
September 30, 1995.  This decrease was due principally to decreased sales with
respect to the three months ended September 30, 1995 as compared to the same
period in the prior year.  Cost of goods sold decreased as a percentage of net
sales from 83.5% to 82.6% for the three-months ended September 30, 1995 as
compared to the same period in the prior year.

     Selling, general and administrative expenses were $4,891,000 for the
nine-month period September 30, 1995, or 15.3% of net sales.  Selling, general
and administrative expenses were $5,008,000 or 15.4% of net sales for the same
period in 1994.  The decrease of $117,000 was due to decreases in commission
and other related expenses incurred from the sales of branded products and
reduced staffing levels.

     Selling, general, and administrative expenses were $1,600,000 for the
quarter end September 30, 1995, or 15.2% of net sales.  Selling, general, and
administrative expenses were $1,699,000, or 14.2% of net sales for the same
period in 1994.  The decrease of $99,000 was due to the same factors discussed
above with respect to the three months ended September 31, 1995 and 1994. The
increase in percent of sales was due to reduced sales during the 1995 period.

     During the second quarter of 1995, a group of stockholders (the
"Committee") solicited proxies in opposition to the Company's nominees for its
Board of Directors (the "Proxy Contest").  The purpose of the Proxy Contest was
to attempt to remove, by stockholder vote, the then-current Board of Directors
and to replace them with a slate of new directors nominated by the Committee.
The Proxy Contest was unsuccessful and the Company's incumbent Board nominees
were reelected.  The Company incurred charges of $650,000 in responding to the
Proxy Contest.

     Interest expense for the nine-months ended September 30, 1995, was 1.7% of
net sales versus 1.4% for the comparable period in the prior year.  Interest
expense was $536,000 for the nine-months ended September 30, 1995, an increase
of $81,000 from the nine-months ended September 30, 1994.  This increase was
due to increased borrowing under the "Credit Agreement". See "Liquidity and
Capital Resources".



                            11 of 15
<PAGE>   12
     Interest expense for the quarter ended, September 30, 1995, was 2.0% of
net sales versus 1.1% for the comparable period in the prior year.  Interest
expense was $214,000 for the quarter ended September 30, 1995, an increase of
$79,000 from the quarter ended September 30, 1994 this increase is due to
increased borrowings under the increased Credit Agreement.  See "Liquidity and
Capital Resources".

     The Company recorded a net loss for the nine months ended September 30,
1995, of $1,432,069, or $.36 per share on weighted average shares outstanding
of 3,962,252.  This compared to a net earnings of $1,627,154, or $.41 per share
on weighted average shares outstanding of 3,932,727 for the same period in the
prior year.  The loss for nine months ended September 30, 1995 was partially
the result of expenses totaling $650,000 related to the proxy contest discussed
above.  Had the Proxy Contest not occurred the net loss would have been
$782,069 or $.20 per share on weighted average shares outstanding of 3,962,252.
The earnings for the nine month period ended September 30, 1994 were the result
of an extraordinary gain of $2,163,797 (net of taxes).  The extraordinary gain
resulted from the insurance settlement on the property and business
interruption claims related to the December, 1992 fire at the Macedonia, Ohio
plant.  Had the Company not recognized the extraordinary gain a net loss would
have been reported of $536,643, or $.14 per share on 3,932,777 weighted average
shares outstanding.

     For the quarter ended September 30, 1995, the Company lost $.03 per share
on weighted average shares outstanding of 3,962,252 as compared to a loss of
$.17 per share on weighted average shares outstanding of 3,932,777 for the same
period in the prior year.  The earnings for the quarter ended September 30,
1994, were affected by an $831,000 tax adjustment of $.21 per share on the
extraordinary gain realized in the second quarter.  The tax adjustment arose
upon electing gain recognition on the replacement of the fire damaged assets
with the filing of the tax return in the third quarter.  Had the Company not
recognized the extraordinary loss,  net earnings would have been reported of
$150,773, or $.04 per share on 3,932,777 weighted average shares outstanding.


Liquidity and Capital Resources

     As of September 30, 1995, the Company's ratio of current assets to current
liabilities was 1.95 to 1 and the quick ratio (cash, cash equivalents, and
accounts receivable, divided by current liabilities) was .91 to 1.

     During the nine-months ended September 30, 1995, the Company incurred
$535,910 in interest expense and made interest payments totaling $523,448.
Accrued interest at September 30, 1995 was $73,451.  Substantially all of the
Company's interest expense was related to the "Credit Agreement" discussed
below.




                              12 of 15
<PAGE>   13
     The Company, as borrower, is a party to a credit agreement (the "Credit
Agreement") that provides for a $10,000,000 revolving line of credit at an
interest rate equal to the prime rate or the London Inter-Bank Offered Rate
(LIBOR), at the Company's election.  The Credit Agreement, entered into on
March 30, 1992 and expiring on May 31, 1997, is a facility that allows for
borrowings based upon a formula comprised of inventory, accounts receivable and
fixed assets, less environmental compliance reserve, if any.  No compliance
reserve has been required

     Under the terms of the Credit Agreement, the Company is required to comply
with various covenants, the most restrictive of which relate to restrictions on
distributions from the Company to its stockholders, maintenance of certain
financial ratios and levels of tangible net worth and limits on capital
expenditures.  As of September 30, 1995, approximately $780,000 was unused and
available under the Credit Agreement.

     The Company spent $2,460,000 on capital improvements during the nine-month
period ended September 30, 1995 principally as a result of the consolidation of
its manufacturing facilities in Macedonia, Ohio.  The final phase of the
Company's facilities consolidation plan entails the purchase of its leased
distribution center in Macedonia, Ohio (consumated October 6, 1995).  This
acquisition, valued at $1,080,000, was financed approximately 85% with a real
estate mortgage. Additionally, the Company expects to spend approximately 
$250,000 on capital improvements during the balance of the current fiscal 
year.  Such expenditures are expected to be funded from cash generated by 
operations and borrowings under the Credit Agreement.



Part II - Other Information

Item 1.   Legal Proceedings

     There have been no material changes in the status of legal proceedings
pending against the Company.

Item 2.   Changes in Securities

     Pursuant to action by the Company's Board of Directors on October 2, 1995,
the Company authorized the issuance of a series of Preferred Stock consisting
of 3,500 shares designated Cumulative Convertible preferred Stock, $.01 par
value (the "Preferred Stock").  On October 6, 1995, a Certificate of Powers,
Designations, Preferences and Rights with respect  to the Preferred Stock (the
"Certificate of Designations") was duly filed; and on the same date, Edwin M.
Roth, The Company's President and Chief Executive Officer, purchased 3,500
shares of Preferred Stock for an aggregate purchase price of $350,000.

     Pursuant to the terms of the Preferred Stock, the holder is entitled to
dividends at the rate of 7.5% per annum, which are cumulative from the date of
original issuance and payable on January 1, April 1, July 1, and 

                                    13 of 15
<PAGE>   14
October 1 of each year commencing January 1, 1996.  The shares of Preferred 
Stock may not be redeemed prior to October 6, 1998, and are required to be 
redeemed November 6, 2000.  The redemption price would equal $350,000 plus 
accrued and unpaid dividends.      

     So long as shares of the Preferred Stock are outstanding, no dividends may
be paid on the Company's Common Stock nor may any shares of Common Stock be
redeemed unless all cumulative dividends required to have been paid have been
paid.

     The Preferred Stock is convertible into Common Stock at the initial
conversion price of $5 per share of Common Stock (subject to adjustment as
provided in the Certificate of Designations).  the Preferred Stock has no
voting rights; however, the Preferred Stock has a preference over the Common
Stock of The Company upon liquidation of the Company.  The liquidation
preference would equal $350,000 plus accrued and unpaid dividends.


Item 6.   Exhibits and Reports on Form 8-K

(a)   Exhibits.

              3.  Certificate of Powers, Designations, Preferences, and Rights
providing for an issue of 3,500 shares of Cumulative Convertible Preferred
Stock, $.01 par value, designated "Cumulative Convertible Preferred Stock" and
dated October 6, 1995.

         10.  Stock Purchase Agreement between the Company and Edwin M. Roth,
dated October 6, 1995.

         27.  Financial Data Schedule.

(b)   The Company filed no reports on Form 8-K during the quarter ended
September 30, 1995.





                                    14 of 15
<PAGE>   15
                                      
                                  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.


     Specialty Chemical Resources, Inc.





     By:/s/  COREY ROTH                                November 13, 1995
        --------------------------------
        Corey Roth
        Vice President, and Treasurer
        (Principal Financial Officer)











                                   15 of 15