<PAGE>   1
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 FORM 10-QSB


(Mark One)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
    of 1934

               For the quarterly period ended November 30, 1996
                                              -----------------

[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act

    For the transition period from                   to                  
                                   -----------------    -----------------

                   Commission File Number:               0-5531
                                           --------------------

                         FLORAFAX INTERNATIONAL, INC.
                         ----------------------------
      (Exact name of small business issuer as specified in its charter)

           Delaware                                              41-0719035
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                 8075 20th Street, Vero Beach, Florida 32966
--------------------------------------------------------------------------------
                   (Address of principal executive offices)


                                 561-563-0263
                                 ------------
                         (Issuer's telephone number)

             ----------------------------------------------------
             (Former name, former address and former fiscal year,
                        if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

YES  X    NO
    ---      ---

The registrant had 8,220,603 shares of common stock, $0.01 par value,
outstanding at November 30, 1996.

Transitional Small Business Disclosure Format (Check one):  Yes    :   No    X
                                                            --------   -------
<PAGE>   2
                                      INDEX
<TABLE>
<CAPTION>

PART I          FINANCIAL INFORMATION                                                    PAGE NO.
<S>               <C>                                                                    <C>
       Item 1.    Financial Statements (Unaudited):

                  Consolidated Balance Sheets
                  November 30, 1996 and August 31, 1996                                  1-2     
                                                                                             
                  Consolidated Statements of Income and                                      
                    Accumulated Deficit                                                      
                  Three Months Ended November 30, 1996                                       
                    and November 30, 1995                                                3   
                                                                                             
                  Consolidated Statements of Cash Flows                                      
                  Three Months Ended November 30, 1996                                       
                    and November 30, 1995                                                4-5 
                                                                                             
                  Notes to Consolidated Financial Statements                             6-7 
                                                                                             
       Item 2.    Managements Discussion and Analysis of                                     
                  Financial Condition and Results of Operations                          8-10
                                                                                             
PART II         OTHER INFORMATION                                                            
                                                                                             
       Item 1.    Legal Proceedings                                                      11  
                                                                                             
       Item 2.    Changes in Securities                                                  11  
                                                                                             
       Item 3.    Defaults Upon Senior Securities                                        11  
                                                                                         
       Item 4.    Submission of Matters to a Vote of Security Holders                    11

       Item 5.    Other Information                                                      11

       Item 6.    Exhibits and Reports on Form 8-K                                       11-13

Signatures                                                                               13

</TABLE>



<PAGE>   3
                         FLORAFAX INTERNATIONAL, INC.
                         CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
ASSETS                                                 (IN THOUSANDS)
                                                   NOVEMBER 30   AUGUST 31
                                                      1996          1996
                                                   -----------   -----------
                                                   (Unaudited)
<S>                                                     <C>           <C>
Current assets:
   Cash and cash equivalents                            $3,859        $3,671
   Restricted cash                                          82            99
   Accounts receivable:
        Members, less allowances of $562
        at November 30, 1996 and $532 at
        August 31, 1996                                    805         1,202
        Charge card issuers                                614           326
        Other                                              135            73
                                                   -----------   -----------
                                                         1,554         1,601

   Deferred tax asset, net of allowance                    271           261
   Prepaid and other assets                                207            54
                                                   -----------   -----------
                        TOTAL CURRENT ASSETS             5,973         5,686

   Property and equipment, at cost:
        Fixtures and equipment                           1,256         1,188
        Computer systems                                   701           670
        Communication systems                              929           929
        Leasehold improvements                              73            25
                                                   -----------   -----------
                                                         2,959         2,812
        
        Accumulated depreciation
          and amortization                               2,569         2,534
                                                   -----------   -----------
                                                           390           278

   Other assets:
        Excess of cost over net assets
          of acquired business                           1,995         1,995
        Deferred tax asset, net of allowance               627           602
        Other                                              230           261
                                                   -----------   -----------
                                                         2,852         2,858
                                                   -----------   -----------

Total assets                                            $9,215        $8,822
                                                   ===========   ===========

</TABLE>


See accompanying notes.

                                      1

<PAGE>   4
                         FLORAFAX INTERNATIONAL, INC.
                         Consolidated Balance Sheets



<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                                            (In Thousands)
                                                                        November 30             August 31
                                                                           1996                   1996
                                                                        -----------             ---------
                                                                        (Unaudited)
<S>                                                                         <C>                   <C>
CURRENT LIABILITIES:
   Current maturities of long-term debt                                                           $    79
   Accounts payable                                                         $ 3,978                 3,913
   Unearned directory income                                                     84                        
   Accrued liabilities:
      Member benefits                                                           176                   170
      Other                                                                   1,252                 1,036
                                                                            -------               -------
                TOTAL CURRENT LIABILITIES                                     5,490                 5,198

Long term debt, less current maturities                                          80                   334

Membership security deposits                                                     52                    53
                                                                            -------               -------
                TOTAL LIABILITIES                                             5,622                 5,585


STOCKHOLDERS' EQUITY
   Preferred stock ($10 per value, 600,000
     shares authorized, none issued)
   Common stock - ($.01 per value, 18,000,000 shares
     authorized, 8,243,603 and 8,232,727 issued at
     November 30, 1996 and August 31, 1996, respectively,
     8,220,603 and 8,209,727 outstanding at November 30, 1996
     and August 31, 1996 respectively                                            83                    83
   Additional paid-in capital                                                10,098                10,087
   Accumulated deficit                                                       (6,588)               (6,933)
                                                                            -------               -------
                TOTAL STOCKHOLDERS' EQUITY                                    3,593                 3,237
                                                                            -------               -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $ 9,215               $ 8,822
                                                                            =======               =======
</TABLE>


See accompanying notes.



                                      2
<PAGE>   5
                         FLORAFAX INTERNATIONAL, INC.
          Consolidated Statements of Income and Accumulated Deficit
                     (In Thousands Except per Share Data)


<TABLE>
<CAPTION>

                                                                                    Three Months Ended
                                                                                ---------------------------
                                                                                November 30     November 30
                                                                                  1996             1995
                                                                                -----------     -----------
                                                                                        (Unaudited)
<S>                                                                                 <C>           <C>  
NET REVENUES:
   Member dues and fees                                                             $   511       $   470
   Floral and other order
      processing                                                                        991           934
   Directory and advertising fees                                                       303           295
   Charge card processing                                                               403           320
   Other revenue                                                                          4            24
                                                                                    -------       -------
                                                                                      2,212         2,043

EXPENSES:
   General and administrative                                                         1,172         1,120
   Selling, advertising and promotion                                                   602           524
   Directory publishing                                                                  91            77
   Depreciation, amortization and retirements                                            60           103
                                                                                    -------       -------
                                                                                      1,925         1,824
                                                                                    =======       =======

OPERATING INCOME                                                                        287           219
Other Income (expense):
   Interest Expense                                                                      (3)          (77)
   Other                                                                                  2             1
   Interest Income                                                                       28            20
                                                                                    -------       ------- 
                                                                                         27           (56)

INCOME BEFORE TAXES                                                                     314           163

Income tax expense (benefit)                                                            (31)            6
                                                                                    -------       --------
NET INCOME                                                                              345           157

Accumulated deficit at beginning of period                                           (6,933)       (9,195)
                                                                                    -------       --------
ACCUMULATED DEFICIT AT END OF PERIOD                                                $(6,588)      $(9,038)
                                                                                    =======       ========

Primary earnings per share                                                          $  0.04       $  0.03

Fully diluted earnings per share                                                    $  0.04       $  0.03
</TABLE>


See accompanying notes.



                                      3
<PAGE>   6
                         FLORAFAX INTERNATIONAL, INC.
                                      
                    Consolidated Statements of Cash Flows
                                      
                                (In Thousands)


<TABLE>
<CAPTION>
                                                         Three months ended
                                                      --------------------------
                                                      November 30    November 30
                                                         1996           1995
                                                      -----------    -----------
                                                             (Unaudited)

<S>                                                      <C>            <C>
OPERATING ACTIVITIES                                     
 Net income                                              $345           $157

 ADJUSTMENTS TO RECONCILE NET INCOME
  TO NET CASH PROVIDED BY OPERATING ACTIVITIES

      Deferred income tax benefit                         (35)
      Depreciation, amortization, and retirements          35             75
      Provision for doubtful accounts                      46             40
      Increase (decrease) in cash
        flows due to changes in:
          Accounts receivable                               1           (340)
          Prepaid and other assets                       (153)          (122)
          Other assets                                     31             28
          Accounts payable                                 65            371
          Accrued liabilities                             306            198
          Membership security deposits                     (1)           (10)
                                                         ----           ----

 Net cash provided by
  operating activities                                    640            397

INVESTING ACTIVITIES
      Capital expenditures                               (147)           (40)
      (Increase) decrease in restricted cash               17            (11)
                                                         ----           ----

        Net cash used in
         investing activities                            (130)           (51)
</TABLE>


                                 (Continued)


                                      4
<PAGE>   7
                         FLORAFAX INTERNATIONAL, INC.

              Consolidated Statements of Cash Flows (continued)

                                (In Thousands)


<TABLE>
<CAPTION>
                                                         Three months ended
                                                      --------------------------
                                                      November 30    November 30
                                                         1996           1995
                                                      -----------    -----------
                                                             (Unaudited)

<S>                                                    <C>            <C>
FINANCING ACTIVITIES                                                   
      Proceeds from issuing stock                      $   11         $    5
      Payments of debt                                   (333)          (117)
                                                       ------         ------

       Net cash used in
        financing activities                             (322)          (112)
                                                       ------         ------

 NET INCREASE IN 
  CASH AND CASH EQUIVALENTS                               188            234

 CASH AND CASH EQUIVALENTS                             
  AT BEGINNING OF YEAR                                  3,671          1,972
                                                       ------         ------
 CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                                     $3,859         $2,206
                                                       ======         ======

 Supplemental disclosures of
  cash flow information:
   Cash paid during the period for interest            $    1         $   14
   Cash paid during the period for income tax          $   12         $    6
                                                       ======         ======
</TABLE>

See accompanying notes.



                                      5
<PAGE>   8
                         FLORAFAX INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     THREE MONTHS ENDED NOVEMBER 30, 1996


NOTE (1) MANAGEMENT'S OPINION AND ACCOUNTING POLICIES

The accompanying interim financial statements should be read in conjunction
with the Florafax International, Inc. (the Company's Form 10-KSB for the year
ended August 31, 1996.

In the opinion of Management the unaudited consolidated financial statements
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the Company's consolidated financial position as of
November 30, 1996 and the consolidated results of operations and cash flows for
the three months ended November 30, 1996.  Certain income statement items,
primarily in the floral order revenue and selling expense categories, have been
reclassified to conform to current period presentation.

Included in the computation of earnings per share is the dilutive effect of
outstanding warrants and options for the Company's common stock.

Historically, the Company's flowers-by-wire operation is seasonal in that its
member florists send a much larger volume of orders during Thanksgiving, the
Christmas season, Valentine's Day, Easter and Mother's Day.  Therefore, the
results of operations of an interim period may not necessarily be indicative of
the results expected for a full year.  In an effort to increase orders to
member florists the Company continues to engage in non traditional campaigns
through it's wholly owned subsidiary, The Flower Club, Inc.  The Flower Club
generates orders by pursuing joint marketing relationships with nationally
recognized corporations.  The Company engages in joint marketing campaigns with
these corporations not only during holidays, but also during non seasonal
periods in an effort to provide member florists with orders during slow periods
of the year.  Floral orders and handling fees generated through The Flower Club
have become significant, representing 57% of gross floral order revenue for the
quarter ended November 30, 1996 compared to 50% for the quarter ended November
30, 1995.

NOTE (2) CONTINGENCIES

Florafax International, Inc. vs. Bellerose Floral Inc. and GTE Market Resources
Inc., et al.

In October 1989, Bellerose Floral, Inc. (Bellerose) of Bayside, N.Y., an
affiliate of 800-FLOWERS, Inc. became a Florafax member florist, and Florafax
agreed to provide certain telecommunications services to Bellerose for a fee. 
GTE Market Resources, Inc. (GTE/MR) was engaged by Florafax to provide
order-entry services for Florafax and to customers of Florafax, including
Bellerose.


                                      6
<PAGE>   9
                         FLORAFAX INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     THREE MONTHS ENDED NOVEMBER 30, 1996

In 1990 certain disputes arose among Florafax, Bellerose and GTE/MR regarding
the services to be performed by GTE/MR.  As a result, in 1990, Florafax filed
an action in Tulsa County (Oklahoma) District Court against GTE/MR and
Bellerose.  Bellerose then filed an action in New York Federal Court against 
Florafax.  Subsequently, Florafax and Bellerose settled their claims against 
each other Florafax pursued its claim against GTE/MR for damages suffered as a
result of GTE/MR's breach of the telecommunications service agreement.  On 
November 23, 1993 a jury awarded Florafax $1,481,000 in net damages against 
GTE/MR.

GTE/MR appealed this case and posted bond with the Court in order to do so.  On
December 22, 1994 this case was assigned to the Oklahoma Court of Appeals by
the Oklahoma Supreme Court.  On April 4, 1995 the Court of Appeals of the State
of Oklahoma released for publication its decision on the appeal filed by
GTE/MR.  The award to the Company of $743,117 for consequential damages was
affirmed.  To the extent that the Company was awarded lost profits for two
years in the amount of $750,000, the judgment was reversed and remanded for a
determination of lost profits as limited by Oklahoma law.  The award to GTE/MR
of a set-off amount of $88,750 for unpaid invoices was affirmed, a contractual
rate of 18% per annum applied for prejudgment interest was applied and the
case remanded for a determination of an award of GTE's reasonable attorney's
fees, expenses and other collection costs incurred in recovering the unpaid
invoice amounts, but not their fees or expenses in defending against the claims
of the Company or in pursuing other unsuccessful aspects of GTE/MR's
counterclaim.  The denial of the Company's request for attorney's fees was
affirmed.  The Company and GTE/MR have each petitioned the Oklahoma Supreme
Court for writ of certiorari to review the portions of the Oklahoma Court of
Appeals decision adverse to their respective interests, and both of the parties
appeals have been granted.  There are no assurances that the Company will
obtain a favorable ruling from the Oklahoma Supreme Court.

The Company's legal counsel has tried this case on a contingency fee basis and,
accordingly, the Company has incurred minimal expenses related to this
litigation.  However, the agreement between the Company and its legal counsel
stipulates that the Company's attorneys are to receive 40% of the net proceeds
now that the case has reached the appellate court.  Consequently, the Company
is to receive 60% of the ultimate proceeds.  Recognition of any of these
amounts will not be reflected in the financial statements until ultimate
resolution.




                                      7
<PAGE>   10
                         FLORAFAX INTERNATIONAL, INC.
              Management's Discussion and Analysis of Financial
                     Condition and Results of Operations

Liquidity and Capital Resources

Cash on hand as of November 30, 1996 was $3,859,000, compared to $3,671,000 at
August 31, 1996, and $2,206,000 at November 30, 1995.  Due to the amount of
cash on hand, during the quarter ended November 30, 1996 the Company retired
$333,000 of its outstanding debt.  As a result, the Company's long term debt at
November 30, 1996 was only $80,000.

The Company continues to generate positive cash flow from operations.  Cash
provided by operations for the quarter ended November 30, 1996 was $640,000
compared to $397,000 for the quarter ended November 30, 1995.

Operating cash flows historically have been generated primarily from processing
floral orders and charge card transactions for the Company's member florists,
as well as collecting dues, fees and directory advertising from the members. 
Floral order processing may require settlement with the fulfilling florist
before collection of funds from the sending florist.  The terms of the
Company's receivables are 30 days, which management believes are consistent
within the industry.  Charge card processing, however, generally allows the
Company to collect funds from the charge card issuer prior to settlement with
the merchant.  Since in both types of transactions the Company is both
collecting and settling funds, the timing of these cash flows has a significant
impact on the Company's liquidity.

As discussed in Note 1 to the consolidated financial statements the Company
continues to engage in non traditional campaigns through it's wholly owned
subsidiary, The Flower Club.  This has helped to improve the Company's cash
flow as the majority of orders generated through The Flower Club are paid for
by credit cards.  This allows the Company to receive its funds within days
after processing the transaction.  For the quarter ended November 30, 1996
floral orders and handling fees generated through The Flower Club amounted to
approximately $3,170,000 compared to $2,650,000 for the quarter ended November
30, 1995, an increase of 20%.


RESULTS OF OPERATIONS

General Comments

The Company's profitability appears to be continuing in fiscal 1997, as net
income for the quarter ended November 30, 1996 was $345,000 compared to
$157,000 for the quarter ended November 30, 1995.  Operating income for the
quarter ended November 30, 1996 was $287,000 compared to $219,000 for the
quarter ended November 30, 1995, an increase of 31%.




                                      8
<PAGE>   11
                          FLORAFAX INTERNATIONAL, INC.
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations


Net Revenues

Revenues from member dues and fees increased by 9% for the quarter ended
November 30, 1996 when compared to the same quarter in the prior year.  This is
primarily attributable to a growth in the number of member florists.  The
Company believes this growth in membership is due to the number of orders that
the Company is providing to it's members and because the Company has the
lowest dues in the industry.

Floral order revenues increased by 6% for the quarter ended November 30, 1996
when compared to the same period in the previous year.  This increase is
primarily a result of orders generated by The Flower Club.

Net revenues from credit card operations increased by 26% for the quarter ended
November 30, 1996 when compared to the same quarter in the previous year.  The
primary reason for the increase was an increase in volume, as total dollars
processed during the quarter ended November 30, 1996 were $69,824,000 compared
to $56,387,000 for the quarter ended November 30, 1995.

Expenses

Member support, general and administrative expenses increased by 5% for the
quarter ended November 30, 1996 when compared to the same quarter in the
previous year.  Payroll and related benefits increased by approximately $150,000
for the quarter ended November 30, 1996 when compared to the same quarter in the
prior year. The payroll increase is primarily attributable to an increase in   
the number of personnel needed to handle the order volume generated by the
Flower Club as well as general wage increases throughout the Company.  Certain 
other expenses such as legal and accounting fees, as well as the cost of fax 
machines related to the Company's fax program, were also higher than the 
previous quarter last year.  Conversely, the Company realized certain savings 
in the quarter ended November 30, 1996 when compared to the same period in the 
previous year. The Company's phone cost decreased by $104,000 for the quarter 
due to a new contract with the Company's long distance phone service carrier.  
In addition, during the quarter ended November 30, 1996 the Company received 
an unexpected credit from it's long distance carrier in the amount of $47,000. 
This credit has been recorded as a reduction of general and administrative 
expenses.


                                       9

<PAGE>   12

Selling and advertising expenses increased by 15% for the quarter ended November
30, 1996 when compared to the same quarter in the previous year.  The main
component of this increase was an increase in commissions paid to an outside
marketing firm whose responsibilities include attracting and maintaining Flower
Club corporate partners.  In addition, the Company also experienced an increase
in advertising costs associated with the ongoing efforts to increase it's number
of member florists.

Depreciation and amortization declined by 42% when compared to last year.  Many
of the Company's depreciable assets are becoming fully depreciated.  In
addition, a significant portion of the decline is a result of terminating the
Floranet 5000 program in the last quarter of fiscal 1996.  At the time this
program was terminated all Floranet 5000 equipment and related software
development costs were charged to expense.

Other income (expense)

Interest expense has been virtually eliminated during the quarter ended November
30, 1996.  During the last quarter of fiscal 1996 the majority of the Company's
debt was converted to equity, thereby eliminating the interest expense
associated with this debt.  In addition, shortly after year end the Company
retired another $333,000 of debt, bringing the total long term debt of the
Company to $80,000 as of November 30, 1996.

Income Taxes

The Company accounts for income taxes using Financial Accounting Standard Board
Statement No. 109, Accounting for Income Taxes, which requires the asset and
liability method of accounting for income taxes.  Under the asset and liability
method deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Historically, the Company had provided the full valuation allowance on
net deferred tax assets based on the Company's history of losses and the
uncertainty surrounding the Company's ability to recognize such assets.
However, during the year ended August 31, 1996 the Company re-evaluated its
historical losses, and its projected future earnings, and reached the conclusion
that it was more likely than not that some portion of the deferred tax asset
would be realized.  At that time the valuation allowance was reduced resulting
in a net deferred tax benefit.  At November 30, 1996 the Company evaluated its
projected future earnings in a manner consistent with the approach taken at
August 31, 1996 and, as a result, recorded a net income tax benefit of $31,000.
The Company believes that maintaining a portion of the valuation allowance is
necessary for conservative purposes.  The Company will continue to evaluate the
valuation allowance based on current and projected future earnings and will make
adjustments to the allowance based on the evidence and circumstances at that
time.


                                       10

<PAGE>   13

                           PART II OTHER INFORMATION

Item 1. Legal Proceedings

For a summary of legal proceedings, reference is made to Item 3, Legal
Proceedings, included in the Company's annual report on Form 10-KSB for the year
ended August 31, 1996 and to Note 2 of the Notes to Consolidated Financial
Statements included in this filing.

Item 2. Changes in Securities

       None

Item 3. Defaults Upon Senior Securities

       None

Item 4. The Submission of Matters to a Vote of Security Holders

       None

Item 5. Other Information

       None

Item 6. Exhibits and Reports on Form 8-K

The following agreements were entered into during this reporting period and,
accordingly, are included with this filing:

Exhibit Reference

Exhibit 10  Construction agreement dated September 30, 1996 between
            Registrant and C.E. Block Architect of Vero Beach, Florida.

(27)        Financial Data Schedule (for SEC use only).

The following items have been included as exhibits in filings by the Company in
a previous year and, accordingly, are incorporated here by reference.



                                       11
<PAGE>   14
Exhibit Reference

     (10) Material Contracts

          (a) Convertible subordinated notes due to Clark Estates maturing June
                    30, 1996.

          (b) Subordinated debentures maturing in 1998.

          (c) Agreement dated December 3, 1993, Addendum, Second Addendum,
                    Third Addendum, Fourth Addendum and Fifth Addendum thereto
                    by and between the Registrant and Citizens Fidelity Bank
                    and Trust Company (now PNC Bank, Kentucky, Inc.).

          (d) Purchase Agreement for certain assets formerly owned by Savannah
                    Floral Services, Inc. dated March 10, 1994

          (e) Note Payable to Andrew Williams dated March 10, 1994

          (f) Promissory Note to Citrus Bank dated November 9, 1993

          (g) Promissory Note to Citrus Bank dated November 17, 1993

          (h) Promissory Note to Citrus Bank dated January 25, 1994

          (i) Loan to James H. West, Director, President and Chief Financial
                    Officer, dated August 28, 1994

          (j) Consulting agreement with David Harper of Ventura County
                    California dated December 10, 1993.

          (k) Promissory Note to Citrus Bank dated August 31, 1995.

          (l) Operating lease agreement between Registrant and Alvin Wunderlich
                    dated April 1995.

     (22) Subsidiaries of the Registrant

     (3)  Articles of incorporation and Bylaws of the Registrant, as amended.


                                       12
<PAGE>   15
Reports on Form 8-K

No reports on Form 8-K were filed during the first quarter of fiscal 1996.


                                   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.


                                        Florafax International, Inc.


Date:  January 9, 1997                  /s/ James H. West
                                        -----------------
                                        James H. West
                                        President and Chief
                                        Financial Officer



                                       13