<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q
(Mark One)

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

For the quarterly period ended April 30, 1997
                                       OR

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

For the transition period from _______________ to _____________

                        Commission File Number  0-19540
                                               ---------
                                        
                              CUSTOM CHROME, INC.
--------------------------------------------------------------------------------
             (Exact name or registrant as specified in its charter)

          Delaware                                      94-171638
-------------------------------------------------------------------------------
(State or other jurisdiction or                 IRS Employer Identification
  incorporation or organization) 

     16100 Jacqueline Court, Morgan Hill, California          95037
-------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip code)
 
Registrant's telephone number including area code    408-778-0500
                                                 -------------------------------

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

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes       X     .   No            .
     -----------       -----------               

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

                                                        Outstanding at
               Class                                    April 30, 1997
               -----                                    --------------

          Common Stock, $.001 par value                    5,037,755

                                      -1-
<PAGE>
 
                              CUSTOM CHROME, INC.

                                   FORM 10-Q
                FOR THE THREE-MONTH PERIOD ENDED APRIL 30, 1997

 
 
PART I.            FINANCIAL INFORMATION                               PAGE NO.
-------            ---------------------                               --------
 
     Item 1.       Condensed Consolidated Financial Statements
 
                   Consolidated Balance Sheets at
                   April 30, 1997 and January 31, 1997                    3
 
                   Consolidated Statements of Operations for the
                   three month periods ended April 30, 1997 and 1996      4
 
                   Consolidated Statements of Cash Flows for the
                   three month periods ended April 30, 1997 and 1996      5
 
                   Note to Condensed Consolidated Financial Statements    6
 
     Item 2.       Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                    7
 
PART II.           OTHER INFORMATION
 
     Item 6.       Exhibits and Reports on Form 8-K                      12
 
     Signature                                                           13
 
     Exhibit 11    Statement Regarding Computation of Earnings Per Share 14

     Exhibit 27    Financial Data Schedule                               15

                                      -2-
<PAGE>
 
                              CUSTOM CHROME, INC.
                          CONSOLIDATED BALANCE SHEETS
                       (In thousands, except share data)

<TABLE>
<CAPTION>
 
                                                                         April 30,  January 31,
                                                                           1997        1997
                                                                         ---------  -----------
                                                                        (Unaudited)
<S>                                                                      <C>        <C>
ASSETS
 
Current assets:
  Cash and cash equivalents............................................    $   645      $    40
  Accounts receivable, net.............................................     12,428       11,349
  Merchandise inventories..............................................     47,139       49,522
  Deferred income taxes................................................      1,334        1,334
  Prepaid income taxes.................................................      2,378        2,378
  Deposits and prepaid expenses........................................      2,470        2,851
                                                                           -------      -------
                                                                            66,394       67,474
 
Property and equipment, net............................................     16,249       15,802
Other assets...........................................................      8,182        8,221
                                                                           -------      -------
 
                                                                           $90,825      $91.497
                                                                           =======      =======
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current liabilities:
  Current maturities of long-term debt and
   capital lease obligations...........................................    $ 3,295      $ 3,293
  Bank borrowings......................................................      3,812        4,878
  Accounts payable.....................................................      4,493        4,600
  Accrued expenses and other liabilities...............................      3,185        1,912
                                                                           -------      -------
                                                                            14,785       14,683
 
Long-term debt and capital lease obligations...........................     16,130       16,154
Deferred income taxes..................................................        817          817
 
Shareholders' equity:
  Common stock, $.001 par value: 20,000,000
     shares authorized: 5,298,755 shares issued,
     5,037,755 shares outstanding as of April 30,
     1997 and 5,290,189 shares issued and
     outstanding as of January 31, 1997................................          5            5
  Additional paid-in capital...........................................     28,667       31,760
  Retained earnings....................................................     30,421       28,078
                                                                           -------      -------
                                                                            59,093       59,843
Commitments and contingencies
                                                                           -------      ------- 
                                                                           $90,825      $91,497
                                                                           =======      =======
</TABLE>
See accompanying note to condensed consolidated financial statements.

                                      -3-
<PAGE>
 
                              CUSTOM CHROME, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                                             For the three months ended
                                                                       April 30,
                                                                    1997      1996
                                                                  --------   --------
<S>                                             <C>                         <C>
 
Sales, net....................................                     $31,707   $30,627
Cost of sales.................................                      19,872    17,635
                                                                   -------   -------
 Gross profit.................................                      11,835    12,992
                                                                   -------   -------
Operating expenses:
 Selling, general and administrative..........                       7,166     6,986
 Product development..........................                         363       338
                                                                   -------   -------
                                                                     7,529     7,324
                                                                   -------   -------
 Operating income.............................                       4,306     5,668
Interest expense..............................                         457       627
                                                                   -------   -------
 Income before income taxes...................                       3,849     5,041
Income taxes..................................                       1,506     2,033
                                                                   -------   -------
 Net income...................................                     $ 2,343   $ 3,008
                                                                   =======   =======
Per share data:
 Net income per share.........................                     $  0.45   $  0.58
                                                                   =======   =======
Weighted average shares outstanding...........                       5,224     5,230
                                                                   =======   =======
 </TABLE>

See accompanying note to condensed consolidated financial statements.

                                      -4-
<PAGE>
 
                              CUSTOM CHROME, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                                                 For the three months ended
                                                                          April 30,
                                                                    1997           1996
                                                                ------------  --------------
<S>                                                             <C>           <C>
Cash flows from operating activities:
  Net income..................................................      $ 2,343         $ 3,008
  Adjustments to reconcile net income to net cash provided
   (used) by operating activities:
     Depreciation and amortization............................          583             528
     Changes in items affecting operations:
      Accounts receivable.....................................       (1,079)         (2,695)
      Merchandise inventories.................................        2,383           2,300
      Deposits & prepaid expenses.............................          381           1,082
      Accounts payable, accrued expenses & other liabilities..        1,166          (2,248)
                                                                    -------         -------
Net cash provided by operating activities.....................        5,777           1,975
                                                                    -------         -------
Cash flows from investing activities:
  Additions to property and equipment.........................         (991)           (888)
                                                                    -------         -------
Cash flows from financing activities:
  Bank (repayment) borrowings, net............................       (1,066)         (1,793)
  Borrowing (repayment) on capital lease obligations and
   long-term debt.............................................          (22)           (335)
  Issuance of common stock....................................          106           3,336
  Repurchase of common stock..................................       (3,199)             --
                                                                    -------         -------
Net cash (used) provided by financing activities..............       (4,181)          1,208
                                                                    -------         -------
Net change in cash and cash equivalents.......................          605           2,295
Cash and cash equivalents at beginning of period..............           40             312
                                                                    -------         -------
Cash and cash equivalents at end of period....................      $   645         $ 2,607
                                                                    =======         =======
Supplemental disclosures of cash paid during the period:
  Interest....................................................      $   145         $   327
                                                                    =======         =======
  Income taxes................................................      $     0         $   499
                                                                    =======         =======
</TABLE>
     See accompanying note to condensed consolidated financial statements.

                                      -5-
<PAGE>
 
        NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
        ---------------------------------------------------------------

Note 1 - Basis of Presentation
------------------------------

  The accompanying unaudited interim condensed consolidated financial statements
have been prepared in conformity with generally accepted accounting principles,
consistent with those applied in and should be read in conjunction with, the
audited consolidated financial statements for the fiscal year ended January 31,
1997 included in the Annual Report on Form 10-K filed by Custom Chrome, Inc.
(the "Company") with the Securities and Exchange Commission.

  The interim financial information is unaudited, but reflects all normal
recurring adjustments which are, in the opinion of management, necessary to
provide a fair statement of results for the interim periods presented.  The
results for the interim periods are not necessarily indicative of results to be
expected for the fiscal year.

  The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share."  SFAS No. 128
requires the presentation of basic earnings per shares ("EPS") and, for
companies with complex capital structures [or potentially dilutive securities,
such as convertible debt, options and warrants], diluted EPS. SFAS No. 128 is
effective for annual and interim periods ending after December 15, 1997.  The
Company expects that basic EPS will be higher than primary earnings per share as
presented in the accompanying consolidated financial statements and that diluted
EPS will not differ materially from fully diluted earnings per share as
presented in the accompanying consolidated financial statements.

                                      -6-
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.  The last
paragraph under "Liquidity and Capital Resources" contains forward-looking
statements.  Actual results could differ materially from those projected in the
forward-looking statements as a result of the risk factors set forth below under
"Factors That May Affect Future Results."

RESULTS OF OPERATIONS

     Net sales increased 3.5% to $31,707,000 for the three months ended April
30, 1997 when compared to the same period of last year.  The growth in product
shipments was largely the result of higher sales levels to customers who
initiated business with the Company last year, particularly in the western
region of the United States.  Sales growth was lower in the period than the
Company's recent historical experience as a result of various factors including
lower sales in export markets, one less sales day in the current period when
compared to the same period in the prior year and generally poor weather
throughout the United States and Europe for leisure motorcycling activities.

     Gross profits decreased 8.9% for the three months ended April 30, 1997 when
compared to the same period of last year.  Gross profit as a percentage of sales
was 37.3% in the three months ended April 30, 1997 compared to 42.4% in the same
period last year.  The decrease in gross profit as a percentage of sales for the
current quarter, compared to last year, is the result of sales discounts and
sales price decreases responding to price competition from smaller distributors
and direct selling manufacturers in non-proprietary product lines and a shift in
product mix away from higher gross margin foreign produced products to lower
margin domestic products.

     Selling, general and administrative expenses increased 2.6% to $7,166,000
when compared to the same period last year.  This increase was principally a
result of higher advertising and promotion costs and legal costs incurred as a
result of litigation with the U.S. Internal Revenue Service.  These costs as a
percentage of sales were 22.6% for the three months ended April 30, 1997 as
compared to 22.8% for the same period last year.

     Product development expenses increased 7.4% to $363,000 for the three
months ended April 30, 1997. The increase in product development expenses
resulted from the Company's intention to increase the introduction of new
proprietary products. These expenses as a percentage of sales were 1.1% for both
the three months ended April 30, 1997 and 1996.

     Interest expense decreased 27.1% or $170,000 to $457,000 in the three
months ended April 30, 1997 when compared to the same period last year.  The
decreased interest costs were the result of lower average working capital
borrowings during the period, compared to last year.

     The Company's effective income tax rate was 39.1% for the three months
ended April 30, 1997 as compared with 40.3% in the same period of the prior
year.

LIQUIDITY AND CAPITAL RESOURCES

     The Company maintains a $15,000,000 working capital line of credit and a
$10,000,000 foreign exchange facility with a bank.  The Company uses the working
capital line of credit, which is subject to certain restrictions and covenants,
for seasonal cash requirements, which typically peak during the Company's fourth
fiscal quarter,

                                      -7-
<PAGE>
 
when inventories are increased in anticipation of sales in the first and second
fiscal quarters. Borrowings under the working capital line of credit bear
interest at the bank's prime rate. Under the working capital line of credit, the
bank will create short term fixed borrowings at the Company's request at rates
which are lower than the Bank's prime rate. As of April 30, 1997, there was
$2,332,000 of outstanding short term fixed borrowings. In addition, the Company
was contingently liable under letters of credit in the amount of $105,000 at
April 30, 1997.

     On December 19, 1994 the Company issued $15,000,000 in Senior Secured Notes
to a life insurance company, which are repayable, as to principal, in five
annual payments in the years 1997 to 2001.  The Notes carry an interest rate of
8.01% and are secured by substantially all of the assets of the Company.
Proceeds from the issuance of the Notes are being used to support the Company's
working capital requirements and other corporate purposes.

     In the quarter, the Company made capital expenditures for equipment
necessary for two new distribution centers and tooling for new products.  The
Company invested $3,199,000 for the repurchase of common stock on the open
market.

Net cash provided by operating activities in the three months ended April 30,
1997, was $5,777,000 compared with $1,975,000 used by operating activities in
the prior year.

The Company believes that cash flow from operations and funds from the working
capital line of credit will be adequate to meet its capital and cash
requirements for the foreseeable future.

FACTORS THAT MAY AFFECT FUTURE RESULTS

DEPENDENCE ON, AND COMPETITION WITH, HARLEY-DAVIDSON

     The Company is the largest independent supplier of aftermarket parts and
accessories for Harley-Davidson motorcycles.  The Company's past success has
depended, and the Company's future growth depends, in large part on the
popularity of Harley-Davidson motorcycles and the continued success of Harley-
Davidson in maintaining a significant market share for motorcycle sales and the
number of units sold in the super heavyweight class.  In particular, the
Company's continued growth in earnings is in large part dependent upon
continuing demand for Harley-Davidson motorcycles and upon Harley-Davidson's
ability to meet such demand.  In recent years, many other motorcycle
manufacturers have experienced fluctuations in market share and number of units
sold.  If the market for new Harley-Davidson motorcycles were to decline or if
the popularity of existing Harley-Davidson were to decrease, the Company's
business, including earnings, could be materially adversely affected.

     The Company also competes with Harley-Davidson in the sale of parts and
accessories for both new and used Harley-Davidson motorcycles to Harley-
Davidson's franchised dealers, most of which are also customers of the Company.
Harley-Davidson has substantially greater financial, marketing, manufacturing
and technical resources than the Company.  There can be no assurance that the
Company will be able to compete effectively with Harley-Davidson in the future.

     From time to time, the Company and Harley-Davidson have had disputes
regarding alleged infringement of certain of each other's trademarks and
patents, and certain litigation related thereto was settled in 1990. There can
be no assurance that other disputes, including those which could lead to
litigation regarding trademarks, patents or other matters, will not occur in the
future between the Company and Harley-Davidson.

                                      -8-
<PAGE>
 
     In addition, it appears that the Company's stock price has in the past and
may in the future be affected by fluctuations in the price of Harley-Davidson's
stock.  Adverse results in any of Harley-Davidson's businesses, including its
non-motorcycle businesses, could adversely affect the price of Harley-Davidson's
stock, which could, in turn, adversely affect the Company's stock price.

COMPETITION

     The market for the Company's products is highly competitive.  Key
competitive factors in the parts and accessories aftermarket for Harley-Davidson
motorcycles include the ability to promptly fill orders from inventory, the
range of unique products offered and the speed and cost of product delivery.
The Company's competitors include independent distributors ranging in size from
small to large, and the proximity of any distributor to a particular dealer and
the availability of unique products is often a competitive advantage.
Accordingly, even small local distributors may be able to compete effectively
against the Company.  In addition, the Company competes with Harley-Davidson in
the sales of parts and accessories to Harley-Davidson franchised dealers.  There
can be no assurance that the Company will be able to compete successfully in the
future with small distributors or with Harley-Davidson.

     In 1995, the Federal Trade Commission (the "FTC") voted to dissolve a 1954
consent decree against Harley-Davidson which, among other things, had prohibited
Harley-Davidson from imposing exclusive dealing requirements upon its dealers.
This consent decree was lifted pursuant to the FTC's "sunset" policy which
presumes that decrees which are more than 20 years old should be eliminated.  In
response to extensive public comments to the FTC urging that it keep this
consent decree in force, Harley-Davidson reported that it had no plans to change
its dealer agreements in order to require exclusive dealings.  However, there
can be no assurance that Harley-Davidson will not impose such exclusive dealing
requirements upon its dealers who now purchase parts and accessories from Custom
Chrome; nor can there be any assurance that, if Harley-Davidson decided to
impose such requirements upon its dealers, that a legal challenge to prevent
such an action would be successful.  If Harley-Davidson is successful in
imposing exclusive dealing requirements on its dealers, it could have a material
adverse effect on the Company's business.

DEPENDENCE ON KEY PERSONNEL

     The Company's success depends, in part, upon the continued performance of
the Company's Co-founder, Ignatius J. Panzica, who serves as President and Chief
Executive Officer of the Company, and other key executives, including James J.
Kelly, Jr. (Executive Vice President, Finance), R. Steven Fisk (Senior Vice
President, Purchasing, Operations and Product Development), Daniel J. Stern
(Senior Vice President, Sales and Marketing) and Dennis Navarra (Vice President,
Administration).  In addition, the Company's success also depends in part on the
continued performance of certain other key employees.  Although incentives exist
for these individuals to remain with the Company, the loss of the services of
any one of them could have a material adverse effect on the business of the
Company.

SEASONALITY AND WEATHER

     The Company's net sales for its last two quarters of any particular fiscal
year are generally lower than the net sales for the balance of the year.  This
decrease in net sales is due to a lower number of orders by dealers in
anticipation of, and during, the cold weather months, during which motorcycle
riding decreases relative to the warm weather months.  In particular, the
Company's operating results may be negatively affected by adverse weather
conditions, such as those experienced in the Eastern and Mid-Western United
States and Europe during the winter and spring months of 1996.  Any such
decrease has a significant impact on the Company's quarterly 

                                      -9-
<PAGE>
 
earnings during the last two quarters of its fiscal year because certain
operating expenses remain relatively constant throughout the year. The Company
seeks to mitigate this seasonality through various promotional efforts and
incentives, but no assurance can be given that such seasonality will not have a
material adverse affect on the Company's revenues and earnings during this
period.

DEPENDENCE ON THIRD PARTY AND FOREIGN MANUFACTURING RELATIONSHIPS; TAIWANESE
POLITICAL VOLATILITY

     A significant portion of the Company's products are purchased from third
party manufacturers, often through independent trading companies.  Although the
Company believes it has close working relationships with its trading companies
and most of its suppliers, the Company does not have long-term arrangements with
these parties, and therefore, cannot be assured that products will be delivered
on a timely basis or on terms favorable to the Company in the future.  In
addition, any disruption in the Company's trading company or manufacturing
relationships could result in supply delays.  Many of the Company's suppliers
are located in Asia, and, therefore, the Company is subject to certain risks
associated with dealing with foreign suppliers, including currency exchange
fluctuations, trade restrictions and changes in tariff and freight rates.
Moreover, many of the Company's suppliers are located in Taiwan and the
Company's relationships with such suppliers are subject to disruption in the
event of remaining volatility in, or a worsening of, Taiwan's political and
military relationship with the People's Republic of China.

MANAGEMENT OF GROWTH

     The Company's success will depend in part on its ability to manage growth,
both domestically and internationally, if any.  Any such growth will require the
Company to enhance its operational, management information and financial control
systems.  In addition, continued growth, if any, will require the Company to
increase the personnel in its sales, marketing and customer support departments.
If the Company is unable to successfully enhance its systems or to hire a
sufficient number of employees with the appropriate levels of experience in a
timely manner, the Company's business, financial condition and results of
operations could be materially and adversely affected.

INTERNATIONAL OPERATIONS

     In the fiscal years ended 1997, 1996 and 1995, international sales
accounted for 18%, 20% and 17%, respectively, of the Company's total net sales.
International sales accounted for 15.5% of the Company's total net sales for
three months ended April 30, 1997.  The Company expects that international sales
will continue to represent a significant portion of its net sales in the future.
The Company's results of operations may be adversely affected by fluctuations in
exchange rates, difficulties in collecting accounts receivable, tariffs and
difficulties in obtaining export licenses.  Moreover, the Company's
international sales may be adversely affected by lower sales levels that
typically occur during the summer months in Europe and other parts of the world.
International sales and operations are also subject to risks such as the
imposition of governmental controls, political instability, trade restrictions
and changes in regulatory requirements, difficulties in staffing and managing
international operations, generally longer payment cycles and potential
insolvency of international dealers.   There can be no assurance that these
factors will not have a material adverse effect on the Company's future
international sales and, consequently, on the Company's business, financial
condition and results of operations.

COMPLIANCE WITH ENVIRONMENTAL LAWS

     Both federal and state authorities have various environmental control
requirements relating to air, water and noise pollution that effect the business
operations of the Company and Custom Chrome Manufacturing, Inc. 

                                      -10-
<PAGE>
 
(formerly Santee Industries, which was acquired by the Company in 1990), which
in the past utilized a chrome-plating and polishing process. The Company
endeavors to ensure that all its facilities comply with applicable environmental
requirements, there can be no assurance that its operations do not violate such
requirements or that any steps taken by the Company to remediate any former
noncompliance with such requirements would not have a material effect on the
Company's operations.

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS

     The Company's quarterly operating results have in the past varied and may
in the future vary significantly depending on a number of factors, including the
level of competition; the size, timing, cancellation or rescheduling of
significant orders; product mix; market acceptance of new products; new product
announcements or introductions by the Company or its competitors; changes in
pricing by the Company or its competitors; the ability of the Company to
develop, introduce and market new products and product enhancements on a timely
basis; product manufacturing costs; supply constraints; levels of expenditures
on product development; changes in Company strategy; personnel changes; general
economic trends and other factors.   In particular, because sales of the
Company's nonproprietary products generally result in lower gross margins than
do sales of the Company's proprietary products, changes in the mix of products
sold in any quarter toward nonproprietary products will likely adversely affect
gross margins.  In addition, the Company has in the past offered, and may in the
future offer, sales price discounts and reductions to stimulate sales volume
growth.  Any such discounts and reductions could have a material effect on the
Company's operating results and financial condition on an annual or quarterly
basis.

     Sales for any future quarter are not predictable with any significant
degree of certainty.  The Company generally operates with limited order backlog
because its products typically are shipped shortly after orders are received
generally on the same day.  As a result, product sales in any quarter are
generally dependent on orders booked and shipped in that quarter.  The Company's
customers generally have the right to cancel orders at any time and to return
the Company's products for a refund, and the cancellation of orders already
placed and the return of products could have an adverse effect on the Company's
operating results in any quarter.  As a result, if sales levels are below
expectations, net income may be disproportionately affected.  Due to all of the
foregoing factors, the Company believes that period-to-period comparisons of its
results of operations are not necessarily meaningful and should not be relied
upon as an indicator of future performance.  It is possible that in some future
quarter the Company's operating results may be below the expectations of the
public market analysts and investors.  In such event, the price of the Company's
Common Stock would likely be materially and adversely affected.

 

                                      -11-
<PAGE>
 
                               CUSTOM CHROME, INC.

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

 
     Item 6.     Exhibits and Reports on Form 8-K

                 a.   Exhibits
 
                      Exhibit 11 - Statement Regarding Computation of Earnings
                                    Per Share

                      Exhibit 27 - Financial Data Schedule

                 b.   Reports on Form 8-K

                      None.

                                      -12-
<PAGE>
 
                                   SIGNATURE

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.



                                         CUSTOM CHROME, INC.



Date:  June 12, 1997                     /s/James J. Kelly, Jr.
       -----------------------------     ---------------------------------------
                                         James J. Kelly, Jr.
                                         Executive Vice President, Finance
                                         and Chief Financial Officer

                                         (Principal Financial and
                                         Accounting Officer)

                                      -13-