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 April 1, 2002 to June 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>


                                     PART I

IWT Tesoro Corporation, formerly known as Ponca Acquisition Corporation, is in
the process of filing all of its periodic reports since its inception with the
Securities and Exchange Commission. The periodic filings initially filed
erroneously stated that the Company's fiscal year end was April 30 when, in
fact, it has always been December 31 and as such, the quarterly reports also
contained incorrect information.

ITEM 1:     FINANCIAL STATEMENTS


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



                                     Assets

Current assets
Cash                                                                   $    439
                                                                       --------

Total current assets                                                   $    439
                                                                       ========


                     Liabilities and Stockholders' Deficit


Liabilities
Accounts payable and accrued expenses                                  $ 60,000
                                                                       --------

Total current liabilities                                                60,000
                                                                       --------

Stockholders' Deficit
  Common stock $.001 par value; 100 million shares
authorized; 600,000 issued and outstanding                                  600
  Additional paid in capital                                             19,900
Less: subscription receivable                                           (20,000)
  Deficit accumulated during the development stage                      (60,061)
                                                                       --------
                                                                        (59,561)
                                                                       --------

                                                                       $    439
                                                                       ========
                       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>
                                                                                                               MAY 3, 2000
                                                                                                               (INCEPTION)
                                          THREE MONTHS ENDED JUNE 30,         SIX MONTHS ENDED JUNE 30,          TO JUNE
                                           2002               2001              2002              2001           30, 2002
                                         ---------         ---------         ---------         ---------         ---------
<S>                                      <C>               <C>               <C>               <C>               <C>
Income
Other income (net)                       $      --         $      --         $      --         $      --         $      --
                                         ---------         ---------         ---------         ---------         ---------

Expenses
General and administrative                      --                18                --                35                61
Salaries                                    30,000                --            60,000                --            60,000
                                         ---------         ---------         ---------         ---------         ---------

Net loss                                 $ (30,000)        $     (18)        $ (60,000)        $     (35)        $ (60,061)
                                         =========         =========         =========         =========         =========


Earnings per share
   Net loss per common share             $  (0.058)                         $  (0.116)
                                         =========                          =========

Weighted average of common shares
outstanding                                516,164                             516,164
                                         =========                           =========
</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 JUNE 30, 2002
<TABLE>
<CAPTION>
                                                                                                          DEFICIT
                                                                                                         ACCUMULATED
                                                                                                         THROUGH THE
                                                     COMMON STOCK            PAID IN    SUBSCRIPTION     DEVELOPMENT
                                                 SHARES         AMOUNT       CAPITAL     RECEIVABLE         STAGE          TOTAL
                                                --------        --------     --------     --------         --------       --------
<S>                                              <C>            <C>          <C>          <C>              <C>            <C>
Initial stock issuance, on June 29, 2000         500,000        $    500     $     --     $     --         $     --       $    500

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

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

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

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

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

Net loss, June 30, 2002                               --              --           --           --          (60,000)       (60,000)

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

Balance June 30, 2002                            600,000        $    600     $ 19,900     $(20,000)        $(60,061)      $(59,561)
                                                ========        ========     ========     ========         ========       ========
</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
                                                        SIX MONTHS ENDED JUNE 30,     (INCEPTION) TO
                                                         2002             2001         JUNE 30, 2002
                                                       --------         --------         --------
<S>                                                    <C>              <C>              <C>
Cash flows from operating activities
  Net loss                                             $(60,000)        $    (35)        $(60,061)
                                                       --------         --------         --------

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

   Increase in accrued expenses                          60,000               --           60,000
                                                       --------         --------         --------

   Total adjustments                                     60,000               --           60,000
                                                       --------         --------         --------

  Net cash used in operating activities                      --              (35)             (61)
                                                       --------         --------         --------

Cash flows from financing activities:

Net proceeds from issuance of common stock                   --               --              500
                                                       --------         --------         --------

Net cash provided by financing activities                    --               --              500
                                                       --------         --------         --------

Net increase (decrease) in cash                              --              (35)             439

Cash, beginning of period                                   439              474               --
                                                       --------         --------         --------

Cash, end of period                                    $    439         $    439         $    439
                                                       ========         ========         ========
</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
                         SIX MONTHS ENDED JUNE 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 six-month period ended June 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
                         SIX MONTHS ENDED JUNE 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
---------------------
There were no cash balances at June 30, 2002 that exceed federal insurance
limits.

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 June 30, 2002 is as
follows:

                  Basic weighted average number
                      of shares outstanding                           516,164


                                       6
<PAGE>

                             IWT TESORO CORPORATION
                       F/K/A PONCA ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                         SIX MONTHS ENDED JUNE 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. At June 30, 2002, this is recorded by the Company as
a subscription receivable. Subsequently, on August 22, 2002, the Company
received payment for the subscription receivable.

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 six
months ended June 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 no salary will be paid until the Company has raised $500,000 in new
equity.

On April 20, 2002, the initial director of the Company resigned and the board of
directors appointed a new director.

NOTE 6            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 includes active pursuit of
suitable business opportunities with which to negotiate business combinations on
terms favorable to the Company.


                                       7
<PAGE>

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


NOTE 7   SUBSEQUENT EVENTS

Memorandum of Understanding
---------------------------
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.

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. 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.



                                       8
<PAGE>


ITEM 2:     PLAN OF OPERATION

Note:  Any references to Ponca shall mean IWT Tesoro Corporation, f/k/a Ponca
Acquisition Corporation.

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, 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. No shares have been granted under the plan.


                                       9
<PAGE>

Subsequent Events.

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. 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.



                                       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.(6)
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.


(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 Quarterly Report on Form 10-QSB
         for the period ended June 30, 2000.

(6)      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

There were no reports on Form 8-K filed by the Company during the quarter.


                                       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.


                                          IWT TESORO CORPORATION


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

Dated:  October 16, 2002


                                       12