SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------
                                   FORM 10-QSB

(Mark One)

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

             For the period from July 1, 2002 to September 30, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                           Commission File No. 0-31267

                             IWT TESORO CORPORATION
              (Exact Name of Small Business Issuer in Its Charter)

           Nevada                                             91-2048019
 (State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                         5 Wicks Lane, Wilton, CT 06897
                    (Address of principal executive offices)

                                 (203) 858-9951
                (Issuer's Telephone Number, including area code)

              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Exchange Act:  NONE

Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Stock, $.001 Per Share

Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:   [X] Yes   [ ] No

State the number of shares outstanding of each of the issuer's class of common
equity, as of October 1, 2002: 10,800,000 shares.

Transitional Small Business Disclosure Format:  [ ] Yes   [X] No


<page>
              All references to Ponca shall mean IWT Tesoro Corp.

                                     PART I

ITEM 1:     FINANCIAL STATEMENTS

                             IWT TESORO CORPORATION
                       F/K/A PONCA ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2002



                                     Assets

Current assets
  Cash                                                                $   1,942
  Prepaid expenses                                                        1,500
                                                                      ---------
Total current assets                                                  $   3,442
                                                                      =========



                      Liabilities and Stockholders' Deficit


Liabilities
  Accounts payable and accrued expenses                               $  24,500
  Accrued salaries                                                       90,000
                                                                      ---------
Total current liabilities                                               114,500
                                                                      ---------

Stockholders' Deficit
  Preferred stock, $.001 par value; 25,000,000
  shares authorized; no shares issued and outstanding                        --
  Common stock $.001 par value; 100 million shares
  authorized; 1,800,000 issued and outstanding                              600
  Additional paid in capital                                             19,900
  Deficit accumulated during the development stage                     (131,558)
                                                                      ---------
                                                                       (111,058)
                                                                      ---------
                                                                      $   3,442
                                                                      =========

                       See notes to financial statements.


                                       1
<page>


                             IWT TESORO CORPORATION
                       F/K/A PONCA ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF OPERATIONS (UNAUDITED)
<table>
<caption>

                                                                                                                From
                                                                                                             May 3, 2000
                                                                                                             (Inception)
                                      Three months ended September 30,   Nine months ended September 30,     To September
                                          2002              2001               2002          2001             30, 2002
                                      -----------      --------------      ---------      ---------          -----------

                                   <c>              <c>                 <c>            <c>                <c>
Income
  Other income (net)                  $        --      $           --      $      --      $      --          $        --
                                      -----------      --------------      ---------      ---------          -----------

Expenses
  General and administrative               41,497                  --         41,497             35               41,558
  Salaries                                 30,000                  --         90,000             --               90,000
                                      -----------      --------------      ---------      ---------          -----------

Net loss                              $   (71,497)     $           --      $(131,497)     $     (35)         $  (131,558)
                                      ===========      ==============      =========      =========          ===========


Earnings (Loss) per share
  Net loss per common share           $    (0.040)                         $  (0.081)
                                      ===========                          =========

Weighted average of common shares
  outstanding                           1,800,000                          1,624,110
                                      ===========                          =========
</table>



                       See notes to financial statements.

                                       2
<page>
                             IWT TESORO CORPORATION
                       F/K/A PONCA ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
       STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
               FROM MAY 3, 2000 (INCEPTION) TO SEPTEMBER 30, 2002
<table>
<caption>
                                                                                         Deficit
                                                                                        Accumulated
                                                                                        Through the
                                               Common Stock      Paid in  Subscription  Development
                                             Shares     Amount   Capital   Receivable      Stage         Total
                                            ---------   ------   -------   ----------    ---------     ---------


                                         <c>          <c>     <c>        <c>          <c>           <c>
Initial stock issuance, on June 29, 2000    1,500,000    $500    $    --    $     --     $      --     $     500

Net loss, December, 31, 2000                       --      --         --          --           (26)          (26)
                                            ---------    ----    -------    --------     ---------     ---------

Balance June 30, 2000                       1,500,000     500         --          --           (26)          474

Net loss, December 31, 2001                        --      --         --          --           (35)          (35)
                                            ---------    ----    -------    --------     ---------     ---------

Balance December 31, 2001                   1,500,000     500         --          --           (61)          439

Issuance of common stock for cash,
on  May 5, 2002                               300,000     100     19,900     (20,000)           --            --

Payment of subscription receivable                 --      --         --      20,000            --        20,000

Net loss, September 30, 2002                       --      --         --          --      (131,497)     (131,497)

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

Balance September 30, 2002                  1,800,000    $600    $19,900    $     --     $(131,558)    $(111,058)
                                            =========    ====    =======    ========     =========     =========
</table>



                       See notes to financial statements.

                                       3
<page>

                             IWT TESORO CORPORATION
                       F/K/A PONCA ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
<table>
<caption>

                                                                                    From May 3, 2000
                                                  Nine months ended September 30,    (Inception) To
                                                          2002           2001       September 30, 2002
                                                       ---------      ---------     ------------------

                                                    <c>               <c>           <c>
Cash flows from operating activities
  Net loss                                             $(131,497)        $ (35)        $(131,558)
                                                       ---------         -----         ---------

  Adjustments to reconcile net loss to net cash
  used in operating activities:

  (Increase) decrease in prepaid expenses                 (1,500)           --            (1,500)
  Increase in accrued expenses                           114,500            --           114,500
                                                       ---------         -----         ---------

  Total adjustments                                      113,000            --           113,000
                                                       ---------         -----         ---------

  Net cash used in operating activities                  (18,497)          (35)          (18,558)
                                                       ---------         -----         ---------

Cash flows from financing activities:

  Net proceeds from issuance of common stock              20,000            --            20,500
                                                       ---------         -----         ---------

    Net cash provided by financing activities             20,000            --            20,500
                                                       ---------         -----         ---------

Net increase (decrease) in cash                            1,503           (35)            1,942
                                                                                       ---------
Cash, beginning of period                                    439           474                --
                                                       ---------         -----         ---------

Cash, end of period                                    $   1,942         $ 439         $   1,942
                                                       =========         =====         =========
</table>



                       See notes to financial statements.


                                       4
<page>

                             IWT TESORO CORPORATION
                       F/K/A PONCA ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      NINE MONTHS ENDED SEPTEMBER 30, 2002



NOTE 1            UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying financial statements of the Company have been prepared in
accordance with the instructions to Form 10-QSB and, therefore, omit or condense
certain footnotes and other information normally included in financial
statements prepared in accordance with generally accepted accounting principles.
It is suggested that these condensed financial statements should be read in
conjunction with the Company's financial statements and notes thereto included
in the Company's audited financial statements on Form 10-KSB for the fiscal year
ended December 31, 2001.

The accounting policies followed for interim financial reporting are the same as
those disclosed in Note 1 of the Notes to Financial Statements included in the
Company's audited financial statements for the fiscal year ended December 31,
2001, which are included in Form 10-KSB.

In the opinion of management, the unaudited financial statements include all
necessary adjustments (consisting of normal, recurring accruals) for a fair
presentation of the financial position, results of operations and cash flow for
the interim periods presented. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses. Actual results may differ from these
estimates. Interim results are not necessarily indicative of results for a full
year. The results of operations for the nine-month period ended September 30,
2002 are not necessarily indicative of operating results to be expected for a
full year.


NOTE 2            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Stock Options
-------------
The Company elected to account for stock options issued to employees in
accordance with Accounting Principles Board Opinion No. 25 (APB Opinion No. 25)
Accounting For Stock Issued to Employees and related interpretations, which
established financial accounting and reporting for compensation cost of stock
issued to employees through non-variable plans, variable plans, and
non-compensatory plans, and accounts for stock options and warrants issued to
non-employees in accordance with SFAS 123, Accounting for Stock-Based
Compensation, which established a fair value method of accounting for stock
compensation plans with employees and others.

Accounting Pronouncements
-------------------------
In June 2001, the Financial Accounting Standards Board issued Statement of
Accounting Standards No. 141, Business Combinations (SFAS No. 141), which
establishes financial accounting and reporting for business combinations and
supercedes APB Opinion No. 16, Business Combinations, and FASB Statement No. 38
Accounting for Preacquisition Contingencies of Purchased Enterprises. All
business combinations in the scope of this statement are to be accounted for
using the Purchase Method. SFAS No. 141 is applicable for fiscal years beginning
after June 30, 2001.


                                       5
<page>


                             IWT TESORO CORPORATION
                       F/K/A PONCA ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      NINE MONTHS ENDED SEPTEMBER 30, 2002


NOTE 2            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Accounting Pronouncements
-------------------------
Accounting Standards No. 142 Goodwill and Other Intangible Assets (SAFS No. 142)
addresses financial accounting and reporting for acquired goodwill and other
intangible assets and supersede APB Opinion No. 17. This statement addresses how
goodwill and intangible assets other than those acquired in a business
combination should be accounted for after they have been initially recognized on
the financial statements. SFAS No. 142 is applicable for fiscal years beginning
after December 15, 2001.

Statement No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets
supercedes Statement No. 121 Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of ("SFAS 121"). Though it retains the
basic requirements of SFAS 121 regarding when and how to measure an impairment
loss, SFAS 144 provides additional implementation guidance. SFAS 144 excludes
goodwill and intangibles not being amortized among other exclusions. SFAS 144
also supersedes the provisions of APB 30, Reporting the Results of Operations,
pertaining to discontinued operations. Separate reporting of a discontinued
operation is still required, but SFAS 144 expands the presentation to include a
component of an entity, rather than strictly a business segment as defined in
SFAS 131, Disclosures about Segments of an Enterprise and Related Information.

SFAS 144 also eliminates the current exemption to consolidation when control
over a subsidiary is likely to be temporary. This statement is effective for all
fiscal years beginning after December 15, 2001. The Company believes that the
future implementation of SFAS 144 will not have a material effect on the
Company's financial position, results of operations or liquidity.

Concentration of Risk
---------------------
Financial instruments that potentially subject the Company to credit risk
include cash on deposit with two financial institutions amounting to $1,942 at
September 30, 2002. Financial institutions insure depositors for up to $100,000
through the U.S. Federal Deposit Insurance Corporation.

Basic Earnings (Loss) per Share
-------------------------------
Basic earnings (loss) per share for each year is computed by dividing income
(loss) for the year by the weighted average number of common shares outstanding
during the year. Diluted earnings (loss) per share include the effects of common
stock equivalents to the extent they are dilutive.

Basic weighted average number of shares outstanding at September 30, 2002 is as
follows:

                  Basic weighted average number
                      of shares outstanding                          1,624,110


                                       6
<page>


                             IWT TESORO CORPORATION
                       F/K/A PONCA ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      NINE MONTHS ENDED SEPTEMBER 30, 2002



NOTE 3            STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock
------------
The Company is authorized to issue 100,000,000 shares of common stock at $0.001
par value.

On June 29, 2000, the Company issued 500,000 shares of common stock for an
aggregate consideration of $500.

On May 5, 2002, 100,000 shares of common stock valued at $0.001 per share were
issued to a related party.

On September 13, 2002, the Company authorized a stock split 3:1 of all issued
and outstanding shares of common stock, effective September 23, 2002. Neither
the Stock Incentive Plan nor the total authorized stock of the Company was
affected by the forward stock split.

Preferred Stock
---------------
The Company is authorized to issue 25,000,000 shares of preferred stock at
$0.001 par value.


NOTE 4            STOCK OPTIONS AND COMPENSATION PLAN

Stock Compensation Plan
-----------------------
On December 27, 2001, IWT Tesoro Corporation adopted the "Stock Incentive Plan."
The Company's Stock Incentive Plan provides that eligible employees,
consultants, and affiliates may be granted shares of common stock. Under the
plan, the options granted are non-qualified stock options, incentive stock
options, and restricted stock. The aggregate total common stock that may be
granted is 4,000,000 shares. Under the plan, no shares were granted for the nine
months ended September 30, 2002.


NOTE 5            EMPLOYMENT AGREEMENTS

On December 29, 2001, the sole stockholder and officer resigned, and a new
officer and director was appointed. The Company entered into an employment
agreement with the new director of the corporation to serve as President at an
annual salary of $120,000, to be paid semi-annually. No salary has been paid.
The officer and director signed a Salary Deferral Agreement with the Company
stating that, for the period ending September 30, 2002 no deferred salary will
be paid until the Company has raised $500,000 in new equity.


                                       7
<page>

                             IWT TESORO CORPORATION
                       F/K/A PONCA ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      NINE MONTHS ENDED SEPTEMBER 30, 2002



NOTE 6            AMENDMENT TO ARTICLES OF INCORPORATION

On September 23, 2002, the board of directors and stockholders of the Company
adopted a resolution providing for an amendment to the articles of incorporation
as follows:

     1)   The name of the corporation was changed from Ponca Acquisition
          Corporation to IWT Tesoro Corporation.

     2)   Effective September 23, 2002, each share of issued and outstanding
          common stock of the Company was automatically reclassified into three
          shares of common stock.

     3)   The amount of the total authorized capital stock of the Company is
          100,000,000 shares designated as common stock, and 25,000,000 shares
          designated as preferred stock. The par value of the common and
          preferred stock is $.001.


NOTE 7            GOING CONCERN UNCERTAINTY

These financial statements are presented assuming the Company will continue as a
going concern. The Company has no operating history, no established source of
revenue or earnings from operations, as well as an accumulated deficit. This
raises substantial doubt about the Company's ability to continue as a going
concern. Management's plan in regard to these matters consists of a business
combination with International Wholesale Tile, Inc. The success of the Company's
proposed plan of operation will depend to a great extent on the operations,
financial condition and management of the acquired company.


NOTE 8            SUBSEQUENT EVENTS


On January 5, 2002, the Company entered into a Memorandum of Understanding with
International Wholesale Tile, Inc. for the Company to acquire 100% of the
outstanding stock of the International Wholesale Tile, Inc. in exchange for 83%
of the outstanding common stock of IWT Tesoro Corporation. For accounting
purposes, IWT Tesoro Corporation will account for the acquisition as a capital
transaction and as a recapitalization of International Wholesale Tile, Inc. This
transaction closed October 1, 2002.

Following the closing with International Wholesale Tile, Inc., the three former
stockholders of International Wholesale Tile, Inc. became directors of IWT
Tesoro Corporation.


                                       8
<page>

ITEM 2:           PLAN OF OPERATION

Ponca has entered into an agreement with Peter Goss, the sole shareholder of
Ponca, to supervise the search for target companies as potential candidates for
a business combination. The agreement will continue until such time as Ponca has
effected a business combination. Peter Goss has agreed to pay all expenses of
Ponca without repayment until such time as a business combination is effected.

Mr. Goss may only locate potential target companies for Ponca and is not
authorized to enter into any agreement with a potential target company binding
Ponca. Ponca's agreement with Mr. Goss is not exclusive and Mr. Goss has entered
into agreements with other companies similar to Ponca on similar terms. Mr. Goss
may provide assistance to target companies incident to and following a business
combination, and receive payment for such assistance from target companies.

On January 5, 2002, the Company entered into a Memorandum of Understanding with
International Wholesale Tile, Inc. The Company will acquire 100% of the
outstanding stock of the International Wholesale Tile, Inc. in exchange for 83%
of the outstanding common stock of IWT Tesoro Corporation. The closing of the
transaction is subject to the approval of the lending financial institution of
International Wholesale Tile, Inc. For accounting purposes, IWT Tesoro
Corporation expects to account for the acquisition as a capital transaction and
as a recapitalization of International Wholesale Tile, Inc. This transaction
closed October 1, 2002.

Sale of Common Stock
--------------------

On May 5, 2002, the Company sold 100,000 shares of Company common stock to one
accredited investor for $20,000.

Stock Compensation Plan
-----------------------

On December 27, 2001, Ponca Acquisition Corporation adopted the "Stock Incentive
Plan." The Company's Stock Incentive Plan provides that eligible employees,
consultants, and affiliates may be granted shares of common stock. Under the
plan, the options granted are non-qualified stock options, incentive stock
options, and restricted stock. The aggregate total common stock that may be
granted is 4,000,000 shares. No shares have been granted under the plan.

Amendment to Articles of Incorporation
--------------------------------------

On September 23, 2002, the board of directors and stockholders of the Company
adopted a resolution providing for an amendment to the articles of incorporation
as follows:

     1)   The name of the corporation was changed from Ponca Acquisition
          Corporation to IWT Tesoro Corporation.


                                       9
<page>

     2)   Effective September 23, 2002, each share of issued and outstanding
          common stock of the Company was automatically reclassified into three
          shares of common stock. The Stock Incentive Plan of the Company was
          not affected by this forward stock split.

     3)   The amount of the total authorized capital stock of the Company is
          100,000,000 shares designated as common stock, and 25,000,000 shares
          designated as preferred stock. The par value of the common and
          preferred stock is $.001. The total authorized stock of the Company
          was not affected by this forward stock split nor was the number of
          shares reserved upon the Company's Stock Incentive Plan.

Subsequent Events.
------------------

Effective October 1, 2002, the Company acquired 100% of the outstanding common
stock of International Wholesale Tile, Inc. in exchange for 83% of the then
outstanding common stock of the Company.


                                       10
<page>


PART II - -  OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of
such proceedings contemplated against it.

ITEM 2.      CHANGES IN SECURITIES

Not applicable.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.      SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5.      OTHER INFORMATION

Not applicable.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

             (a)         Exhibits

EXHIBIT NUMBER  DESCRIPTION

3.1    Articles of Incorporation(1)
3.1.1  Articles of Amendment to Articles of Incorporation dated September 23,
       2002.(3)
3.2    Bylaws(1)
3.3    Specimen Stock Certificate(1)
10.1   Agreement with Peter Goss(1)
10.2   Shareholders Agreement(1)
10.3   2001 Ponca Acquisition Corporation Stock Incentive Plan.(2)
10.4   Employment Agreement between Ponca Acquisition Corporation and Henry Jr.
       Boucher, Jr. dated as of December 29, 2002.(2)
10.5   Memorandum of Understanding between Ponca Acquisition Corporation and the
       shareholders of International Wholesale Tile, Inc.(2)
10.6   Stock Purchase Agreement among the Shareholders of International
       Wholesale Tile, Inc., and IWT Tesoro Corporation, effective October 1,
       2002.(5)
99.1   MRS' letter to the Securities and Exchange Commission.(4)
99.2   Letter from Peter Goss regarding fiscal year end(5)
99.3   Certification by the Company's Chief Executive Officer and Chief
       Financial Officer.*

*Filed with this Form 10-QSB.

                                       11
<page>


(1)    Filed as an Exhibit to the Company"s Form 10-SB, filed with the
       Securities and Exchange Commission on August 7, 2000.

(2)    Filed as an Exhibit to the Company"s Report on Form 8-K, filed with the
       Securities and Exchange Commission on September 11, 2002.

(3)    Filed as an Exhibit to the Company's Report on Form 8-K, filed with the
       Securities and Exchange Commission on October 1, 2002.

(4)    Filed as an Exhibit to the Company's Report on Form 8-K/A, filed with the
       Securities and Exchange Commission on October 8, 2002.

(5)    Filed as an Exhibit to the Company's Report on Form 8-K, filed with the
       Securities and Exchange Commission on October 15, 2002.

             (b)         Reports on Form 8-K

(1) Form 8-K filed on October 1, 2002 with regard to Item 4. - Change in
Registrant's Accountants and Item 5. - Other Events. (2) Form 8-K/A filed on
October 8, 2002 with regard to Item 4- Change in Registrant's Accountants and
Item 5. - Other Events. (3) Form 8-K filed on October 15, 2002 with regard to
Item 2. - Acquisition or Disposition of Assets and Item 5. - Other Events.



                                       12
<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.


                                      IWT TESORO CORPORATION


                                      BY: /s/ Henry J. Boucher, Jr.
                                          ----------------------------
                                              Henry J. Boucher, Jr., President

Dated:  October 30, 2002



                                       13