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


                                  UNITED STATES
                       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 Quarterly Period Ended March 31, 1998
                         Commission File Number 0-19378


                           LIUSKI INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)



      Delaware                                         11-3065217
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

6585 Crescent Drive, Norcross, Georgia                    30071
(Address of principal executive offices)                (Zip Code)


       Registrant's telephone number, including area code: (770) 447-9454


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 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 March 31, 1998, the Registrant had 11,525,958 shares of Common Stock, $.0l
par value per share outstanding.


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

<PAGE>

PART I - FINANCIAL INFORMATION




Item 1.  Financial Statements.


      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----
        Consolidated Financial Statements:

         Balance sheets as of March 31, 1998 (unaudited)
         and December 31, 1997.................................................3

         Statements of loss for the three months
         ended March 31, 1998 and March 31, 1997 (unaudited)...................4

         Statements of cash flows for the three months ended March 31, 1998
         and March 31, 1997 (unaudited)........................................5

         Notes to Condensed Consolidated Financial Statements..................6

         Management's Discussion and Analysis of Financial Condition
         and Results of Operations.............................................7



                                       2
<PAGE>

                   LIUSKI INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                        March 31,              December 31,
                                                                          1998                     1997
                                                                  ----------------------  --------------------
                                                                       (unaudited)
<S>                                                             <C>                        <C>
Assets
Current assets:
   Cash and cash equivalents                                       $      2,546,288          $    2,092,405
   Accounts receivable, net of allowance for
         Doubtful accounts of $2,326,000 and $1,781,000                  22,369,410              20,284,367
   Inventories, net of allowance for obsolescence of
          $1,330,000 and $1,308,000                                      22,776,646              29,868,561
                                                                        
Prepaid expenses and other current assets                                 2,136,952               2,067,150
                                                                  -----------------          --------------
                                                                         49,829,296              54,312,483

Furniture, Autos and Equipment, at cost
         Less accumulated depreciation and amortization
         of $3,164,912 and $2,911,844                                     2,151,217               2,367,120

Other assets                                                                263,274                 263,220
                                                                  -----------------         ---------------
                                                                  $      52,243,787          $   56,942,823
                                                                  =================          ==============


Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable - trade                                        $      17,241,428          $   20,053,398
  Revolving credit loan                                                  17,067,443              18,424,730
  Accrued expenses and other                                                904,359               1,126,757
                                                                  -----------------          --------------
                                                                         35,213,230              39,604,885

Capital lease obligations                                                    61,720                 124,113
                                                                  -----------------          --------------
Total liabilities                                                        35,274,950              39,728,998
                                                                  -----------------          --------------

Commitments and Contingencies

Stockholders' equity:
  Preferred stock; convertible, non-voting,
    non-dividend-bearing, $.01 par value - 1,000,000 shares
    authorized,
    0 and 100 shares issued and outstanding                                       -               6,996,507
  Common  stock;  $.01  par  value -  20,000,000  shares  and
    7,000,000  shares authorized; 11,525,958 and 6,195,287
    issued and outstanding                                                  115,260                  61,953
  Additional paid-in capital                                             27,742,093              20,798,893
  Accumulated deficit                                                   (10,888,516)            (10,643,528)
                                                                     --------------         ---------------

Total stockholders' equity                                               16,968,837              17,213,825
                                                                     --------------          --------------
                                                                     $   52,243,787         $    56,942,823
                                                                     ==============          ==============
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>




                   LIUSKI INTERNATIONAL, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF LOSS
                                   (Unaudited)

                                                       Three months ended
                                                             March 31,
                                                   ---------------------------
                                                   1998                   1997
                                                   ----                   ----

Net sales                                    $    57,585,018     $   92,935,778

Cost of sales                                     52,751,236         88,627,491
                                              --------------     --------------

   Gross profit                                    4,833,782          4,308,287

Selling, general and administrative expenses       4,752,181          7,131,274
                                              --------------     --------------

   Income (loss) from operations                      81,601         (2,822,987)

Other charges, net (interest expense of
   $408,716 and $682,593)                            326,588            663,360
                                               -------------      -------------

   Loss before income taxes                         (244,987)        (3,486,347)

Income taxes                                             -             (400,000)
                                               -------------      -------------

   Net loss                                   $     (244,987)    $   (3,086,347)
                                              ===============    ===============

Basic and diluted loss per common share       $        (0.02)    $        (0.70)
                                              ===============    ===============

Weighted average number of basic and diluted
  common shares outstanding                       10,874,432          4,380,525
                                              ===============    ===============

     See accompanying notes to condensed consolidated financial statements

                                       4
<PAGE>


                   LIUSKI INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                          Three months ended
                                                               March 31,
                                                     ---------------------------
                                                          1998           1997
                                                     -------------- ------------

Cash Flows from Operating Activities:
Net loss                                              $(244,987)    $(3,086,347)
                                                     ----------     ------------

Adjustments to reconcile net loss
  to net cash provided by operating activities:
     Depreciation and amortization                      251,286         264,424
     Provision for losses on accounts receivable        613,110         276,823
     Provision for losses on inventory                   22,000            -

Changes in operating assets and liabilities:
     Accounts receivable                             (2,698,153)     (5,274,190)
     Inventories                                      7,069,915       9,814,596
     Prepaid expenses and other                         (69,802)      4,265,108
     Other assets                                           (54)        (28,358)
     Accounts payable and accrued expenses           (3,034,368)      1,893,668
                                                     ----------     -----------
Total adjustments                                     2,153,934      11,212,071
                                                     ----------     -----------

Net cash provided by operating activities             1,908,947       8,125,724
                                                     ----------     -----------

Cash Flows from Investing Activities:
   Capital expenditures                                 (35,384)       (295,978)
                                                     ----------     -----------

Cash Flows from Financing Activities:
   Net repayments on revolving credit loan           (1,357,287)     (7,450,119)
   Repayment of capital lease obligations               (62,393)        215,968
                                                     ----------     -----------

Net cash used by financing activities                (1,419,680)     (7,234,151)
                                                     ----------     -----------

Net increase  in cash and cash equivalents              453,883         595,595
Cash and cash equivalents,
   beginning of period                                2,092,405          18,065
                                                     ----------     -----------

Cash and cash equivalents, end of period           $  2,546,288       $ 613,660
                                                   ============     ===========

Supplemental disclosure of cash flow information:
     Cash paid during the period for:
               Interest                            $    408,716       $ 682,593
               Income taxes                        $          0       $       0

     See accompanying notes to condensed consolidated financial statements

                                       5

<PAGE>



                   LIUSKI INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)





Note 1. Condensed Consolidated Financial Statements

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Rule  10-01 of  Regulation  S-X.  Accordingly,  they 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 only normal recurring accruals)  considered  necessary for a fair
presentation  have been included.  Operating  results for the three month period
ended March 31, 1998 are not  necessarily  indicative of the results that may be
expected for the year ending December 31, 1998. For further information refer to
the  consolidated  financial  statements and footnotes  thereto in the Company's
Annual  Report on Form 10-K for the year  ended  December  31,  1997,  which are
incorporated by reference herein.

Note 2. Revolving Credit Loan

        On June 23, 1995, the Company obtained a three-year  $50,000,000  credit
facility.  The  original  terms of the  facility  provided  for  revolving  cash
borrowings  of  up  to  $35,000,000,   limited  by  available  collateral,   and
$15,000,000 for inventory floor planning, with interest at 125 basis points over
LIBOR or 25 basis points over the prime rate.  Amendments to the facility due to
the Company's default of certain financial covenants consisted of an increase in
the interest  rate to 225 basis points over the prime rate with no LIBOR option.
During December 1997, in recognition of the Company's  improved capital position
and positive steps to address recurring  losses,  the borrowing rate was reduced
to 150 basis points over the prime rate (8.5% as of March 31, 1998).  The lender
has  reserved  the right to  reverse  this  rate  reduction  upon  notice to the
Company.  An additional  amendment to the facility has been made  decreasing the
credit  facility  to  $35,000,000.   This  amendment  provides  $17,000,000  for
revolving cash borrowings,  limited by available collateral, and $18,000,000 for
inventory  floor  planning,  with  flexibility  between the  revolving and floor
planning,  not to  exceed  the  total  facility  of  $35,000,000.  The  debt  is
collateralized  by a lien on all of the Company's  assets. As of March 31, 1998,
the Company owed $17,067,443  under its revolving  credit loan.  During December
1997,  the  Company's  principal  shareholder  became a guarantor of this credit
facility.

     Since  December  31,  1996,  the Company has been in  violation  of certain
financial  covenants under its credit facility  agreement.  The Company's lender
has  reserved  all of the rights  available  to it as a result of the  Company's
default of these financial  covenants.  Management is discussing  these defaults
with its lender with the goal of  renegotiating  the  covenants and securing the
credit facility. Management believes it will be successful in these negotiations
based  upon the  Company's  progress  achieved  under the  direction  of its new
Chairman and Chief Executive  Officer;  however,  there can be no assurance that
these  negotiations will be successfully  completed.  If these  negotiations are
unsuccessful,  management believes  sufficient  alternative sources of financing
exist,  some of which may be at higher interest rates.  The Company's  strategic
plans  with  regard  to the line of  credit  include  the  pursuit  of a lending
joint-venture between the Company's current lender and a bank located in the Far
East in order to obtain more favorable financing terms.


                                       6
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

The following  discussion and analysis  should be read in  conjunction  with the
Condensed Consolidated Financial Statements and Notes thereto.


RESULTS OF OPERATIONS

Three months ended March 31, 1998 and 1997

        Net Sales:  Net sales for the three  months  ended  March 31,  1998 were
        ---------
$57,585,018  representing a decrease of $35,350,760 (38.0%) from $92,935,778 for
the three months ended March 31, 1997.  Sales from the  distribution  centers in
the following regions changed as follows:  Southeast region, -36.18%;  Northeast
region (including Canadian  distribution  center),  -39.01%;  Mid- and Southwest
region,  -43.99%;  and Western  region,  -38.73%.  Sales  other than  Magitronic
personal  computers and notebooks for the three months ended March 31, 1998 were
$41,848,550, representing a decrease of $36,076,228 (42.3%) from $77,924,778 for
the three months ended March 31, 1997. Under the leadership of the Company's new
Chairman  of the Board and Chief  Executive  Officer,  who  assumed  these roles
midway through 1997, the Company's  sales approach has increased the emphasis on
higher profit margin items to creditworthy customers.
This change in philosophy has contributed to the net decrease in sales.

         Sales of the  Company's  Magitronic  brand of  personal  computers  and
notebook  computers  for the three  months  ended March 31,  1998,  increased to
$15,736,468  (27.3% of net sales) from $15,011,000  (16.2% of net sales) for the
three  months ended March 31, 1997.  The  increase in  Magitronic  sales was due
primarily to the Company's  improved  working capital position which has allowed
the Company to maintain  sufficient  levels of  inventory.  Shortages of working
capital during the first quarter of 1997  contributed to lower sales of notebook
computers.  Additionally,  the turnover of Magitronic  Product  management which
negatively  affected the Company during 1997 has stabilized and has  contributed
to the increase in Magitronic sales.

         While the  Company  distributes  products  from  more than 70 U.S.  and
foreign  suppliers,  the loss of major  suppliers  or a shortage in a particular
product  could  have a  material  adverse  impact  on  the  Company  during  the
relatively  brief  period  the  Company  believes  it  would  need to  establish
alternate  sources of supply at required  volume levels.  Although the Company's
business is not highly  seasonal,  the second  calendar  quarter is  generally a
period of weaker net sales in comparison to the rest of the year.

         Gross Profit: Gross profit increased by $525,495 to $4,833,782 (8.4% of
         ------------
net sales) for the three months ended March 31, 1998, from  $4,308,287  (4.6% of
net sales) for the three months  ended March 31,  1997.  The higher gross margin
was primarily due to lower costs  associated with direct  purchases from foreign
vendors  and the  Company's  focus on  selling  higher  profit  items as well as
improved  utilization  of  information  systems  to  better  manage  operations.
Additionally,  margins for the three months ended March 31, 1997 were negatively
affected by the sale of certain  slower  moving  goods at  discounted  prices to
improve the quality of goods on hand.  Margins  during the first quarter of 1998
also  improved due to greater  utilization  of vendor  programs such as rebates,
returns and price  protection,  which programs were available due to the greater
financial stability of vendors used by the Company.

                                       7
<PAGE>

         Selling,  General and  Administrative  Expenses:  For the three  months
         -----------------------------------------------
ended March 31, 1998, selling,  general and administrative expenses decreased by
$2,379,093 to $4,752,181 (8.3% of net sales) from $7,131,274 (7.7% of net sales)
for the three months ended March 31, 1997. The percentage  increase from 7.7% to
8.3% is primarily  due to lower sales.  The dollar  decrease is primarily due to
the  Company's  reduction  in the number of employees  and, to a lesser  extent,
increased vendor support for the Company's advertising and promotional expenses.
Salaries,  employment  taxes and  employee  benefits  for the three months ended
March 31, 1998  decreased to  $2,398,141  from  $3,925,465  for the three months
ended March 31, 1997.  These  decreases were partially  offset by an increase in
bad debt  expense to  $613,110  (1.1% of net sales) for the three  months  ended
March 31,  1998,  from  $467,801  (0.5% of net sales) for the three months ended
March 31, 1997,  due to a bankruptcy  filed by a  long-standing  major  customer
during March 1998.

         Other Charges: Net interest expense decreased to $408,716 for the three
         -------------
months ended March 31, 1998, from $682,593 for the first three months in 1997 as
a result of  decreased  borrowings.  Additionally,  during the first  quarter of
1998,  the  interest  rate was at the reduced  rate of 150 basis points over the
prime rate.

        Net Loss:  Net loss  decreased by $2,841,360 to a loss of $244,987 (0.4%
        --------
of net sales) for the three  months  ended  March 31,  1998,  from a net loss of
$3,086,347  (3.3 % of net sales) for the three months ended March 31, 1997.  The
decrease in net loss was primarily  affected by the increase in gross margin and
the Company's continued monitoring and management of operating expenses.


IMPACT OF INFLATION

         The  Company  has not been  adversely  affected  by  inflation  because
technological  advances and competition  within the microcomputer  industry have
generally caused prices of products sold by the Company to decline.  The Company
has flexibility in its pricing because it has no long-term contracts with any of
its  customers  and,  accordingly,   could,  if  necessary,   and  depending  on
competitive factors, pass along price changes to its customers.


LIQUIDITY AND CAPITAL RESOURCES

        The  Company  finances  its  operations  through  borrowings  under  its
revolving credit loan, equity capital and credit terms from its major suppliers.
For the three  months  ended March 31,  1998,  net cash  provided  by  operating
activities was $1,908,947 and for the three months ended March 31, 1997 net cash
provided by operating  activities  was  $8,125,724.  The change in net cash flow
from  operating  activities  between the three  months  ended March 31, 1998 and
March 31, 1997, in the amount of $6,216,777, was primarily due to a reduction in
accounts payable.  The Company may experience shifts in cash flow in the future,
particularly  if its suppliers  provide more  restrictive  credit terms than the
Company is currently  afforded.  For the three months ended March 31, 1998,  and
March 31, 1997, the Company generally paid its suppliers  approximately 35 to 45
days from date of invoice. Terms vary from one day to 60 days.

                                       8
<PAGE>

         Working capital was $14,616,066 as of March 31, 1998 and $14,707,598 as
of December  31,  1997.  On June 23,  1995,  the Company  obtained a  three-year
$50,000,000  credit  facility.  The original terms of the facility  provided for
revolving cash borrowings of up to $35,000,000, limited by available collateral,
and $15,000,000 for inventory floor planning,  with interest at 125 basis points
over LIBOR or 25 basis  points over the prime rate.  Amendments  to the facility
due to the  Company's  default of certain  financial  covenants  consisted of an
increase in the  interest  rate to 225 basis  points over the prime rate with no
LIBOR option.  During  December 1997, in  recognition of the Company's  improved
capital position and positive steps to address recurring  losses,  the borrowing
rate was  reduced to 150 basis  points over the prime rate (8.5% as of March 31,
1998).  The lender has reserved the right to reverse  this rate  reduction  upon
notice to the  Company.  An  additional  amendment to the facility has been made
decreasing  the  credit  facility  to  $35,000,000.   This  amendment   provides
$17,000,000 for revolving cash borrowings,  limited by available collateral, and
$18,000,000 for inventory floor planning, with flexibility between the revolving
and floor planning, not to exceed the total facility of $35,000,000. The debt is
collateralized  by a lien on all of the Company's assets. At March 31, 1998, and
December 31, 1997, the Company owed $17,067,443 and  $18,424,730,  respectively,
under its revolving  credit  loans.  As of March 31, 1998 and December 31, 1997,
the Company had $3,482,253 and $7,359,025  combined available for cash borrowing
under  its  revolving  credit  loan  and for the  floor  planning  of  inventory
purchases,   respectively.   During  December  1997,  the  Company's   principal
shareholder became a guarantor of this credit facility.

        Since  December 31,  1996,  the Company has been in violation of certain
financial  covenants under its credit facility  agreement.  The Company's lender
has  reserved  all of the rights  available  to it as a result of the  Company's
default of these financial  covenants.  Management is discussing  these defaults
with its lender with the goal of  renegotiating  the  covenants and securing the
credit facility. Management believes it will be successful in these negotiations
based  upon the  Company's  progress  achieved  under the  direction  of its new
Chairman and Chief Executive  Officer;  however,  there can be no assurance that
these  negotiations will be successfully  completed.  If these  negotiations are
unsuccessful,  management believes  sufficient  alternative sources of financing
exist,  some of which may be at higher interest rates.  The Company's  strategic
plans  with  regard  to the line of  credit  include  the  pursuit  of a lending
joint-venture between the Company's current lender and a bank located in the Far
East in order to obtain more favorable financing terms.


ASSET MANAGEMENT

        Inventory:  Management  attempts to maximize  product  availability  and
        ---------
delivery while  minimizing  inventory levels so as to lessen the risk of product
obsolescence and price  fluctuations.  Most products are stocked to provide a 30
to 45-day supply.  The Company often reduces prices of products in its inventory
in order to improve its turnover  rate.  The Company  turned its inventory on an
average  every 45 days during the first  three  months of 1998 and every 46 days
during the first three months of 1997.  The Company  takes a physical  inventory
monthly,  which  is then  compared  to its  perpetual  inventory,  and  monitors
inventory  levels  daily  according  to sales made by product  and  distribution
center.

        Most of the  Company's  suppliers  provide price  protection,  by way of
credits,  against  price  reductions  by the  supplier  between  the time of the
initial  sale to the  Company  and the  subsequent  sale by the  Company  to its
customer. Not all of the Company's products are covered by these programs.  Such
suppliers  accept  defective  merchandise  returned within 12 to 15 months after
shipment to the Company and some permit the Company to rotate its  inventory  by
returning slow moving  inventory for other inventory.  These programs,  in part,
reduce the Company's risk with respect to slow moving inventories.

         Accounts  Receivable:  The Company  primarily sells its products on the
         --------------------
basis of cash, C.O.D., or on terms of up to 30 days. The Company's average days'
receivable was  approximately  33 days for the three month period ended March 31
1998, and approximately 37 days for the three month period ended March 31, 1997.
This  decrease in the average  days sales  receivable  results  from the Company
tightening credit to more of its customers.


                                       9
<PAGE>

MANAGEMENT ESTIMATES

        Financial  statements  prepared in conformity  with  generally  accepted
accounting principles  necessitate the use of management  estimates.  Management
has estimated  reserves for inventory  obsolescence and  uncollectible  accounts
receivable  based upon  historical and developing  trends,  aging of items,  and
other   information   it  deems   pertinent  to  estimate   collectibility   and
realizability.  It is reasonably possible that these reserves will change within
a year,  and the  effect  of the  change  could  be  material  to the  Company's
consolidated financial statements.


RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1997, the Financial  Accounting Standards Board issued SFAS No.
131,  "Disclosures  about  Segments of an Enterprise  and Related  Information,"
which  supersedes  SFAS No. 14,  "Financial  Reporting of Segments of a Business
Enterprise." SFAS No. 131 establishes  financial and reporting standards for the
reporting of public companies of information about operating  segments in annual
financial  statements  and for the first time,  requires  reporting  of selected
information about operating  segments in interim financial  statements issued to
the public. It also establishes standards for disclosures regarding products and
services,  geographic  areas and major  customers.  SFAS 131  defines  operating
segments as components of a company about which separate  financial  information
is available that is evaluated  regularly by the chief operating  decision maker
in deciding how to allocate resources in assessing performance.

         SFAS  No.  131  is  effective  for  financial  statements  for  periods
beginning  after  December 15, 1997 and requires the  restatement of comparative
information for earlier periods.  Disclosure for interim financial statements is
not  required  until  the first  quarter  of fiscal  1999.  Management  has been
evaluating the impact the new statement will have on future financial  statement
disclosures and has determined that the impact will not be significant.


FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

        This report contains forward-looking statements and information that are
based on management's  beliefs,  as well as assumptions made by, and information
currently  available  to,  management.  When  used in this  document,  the words
"anticipate,"  "believe," "estimate",  "intend",  "expect" and, depending on the
context,   "will",   and   similar   expressions   are   intended   to  identify
forward-looking  statements.  Such  statements  involve  a number  of risks  and
uncertainties.  Among the factors that could cause results to differ  materially
are the  following:  business  conditions  , rapid or  unexpected  technological
changes,  product  development,  inventory risks due to shift in product demand,
competition,  domestic  and  foreign  government  regulations,  fluctuations  in
foreign  exchange  rates,  rising  costs for  components  or  unavailability  of
components,  the timing or orders  booked,  lender  relationships,  and the risk
factors  listed  from  time to time in the  Company's  reports  filed  with  the
Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

        None.


                                       10
<PAGE>

                           PART II - OTHER INFORMATION
                           ---------------------------






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


          (a)  Exhibit 27 (financial data schedule for the first three months of
               1998)



          (b)  No reports on Form 8-K were  filed by the  Registrant  during the
               period ended March 31, 1998.




                                       11
<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.


Dated:  May 7, 1998




                                        LUISKI INTERNATIONAL, INC.





                                        By:             /s/                     
                                           -------------------------------------
                                           Ting Y. Tsai
                                           Chief Financial Officer



                                       12