<PAGE>   1

================================================================================

                                  UNITED STATES
                       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 PERIOD ENDED     MARCH 31, 1997

                                       OR

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934


COMMISSION FILE NUMBER: 0-28324


                           BIOTRANSPLANT INCORPORATED
             (Exact name of registrant as specified in its charter)


                     DELAWARE                             04-3119555
            (State or other jurisdiction of           (I.R.S. Employer
             incorporation or organization)          Identification No.)


                 CHARLESTOWN NAVY YARD, BUILDING 75 THIRD AVENUE
                        CHARLESTOWN, MASSACHUSETTS 02129
                    (Address of principal executive offices)


                                 (617) 241-5200
              (Registrant's telephone number, including area code)


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


As of May 1, 1997, there were 8,569,191 shares of the Registrant's Common Stock
outstanding.

===============================================================================+




<PAGE>   2

                    BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
                                    FORM 10-Q
                                      INDEX



                            PART I. FINANCIAL INFORMATION

                                                                        Page No.
                                                                        --------
ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

      Condensed Consolidated Balance Sheets as of December 31, 1996 
        and March 31, 1997..................................................3

      Condensed Consolidated Statement of Operations for the three 
        months ended March 31, 1996 and 1997, and for the period 
        from inception (March 20, 1990) to March 31, 1997...................4

      Condensed Consolidated Statement of Cash Flows for three 
        months ended March 31, 1996 and 1997, and for the period 
        from inception (March 20, 1990) to March 31, 1997...................5

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS.......................................8


                             PART II. OTHER INFORMATION

ITEMS 1.-6.  ..............................................................11


         SIGNATURES........................................................12


<PAGE>   3


PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
                            (A Development Stage Company)
<TABLE>
                                CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                                    March 31,
                                                                   December 31,       1997
                                                                       1996        (Unaudited)
                                                                   -----------      -----------
<S>                                                                <C>             <C>
ASSETS
Current assets:
   Cash and cash equivalents                                      $  6,563,957     $ 14,275,870
   Short-term investments                                           13,001,472       10,053,769
   Deposits and other prepaid expenses                               1,087,516        1,009,499
                                                                  ------------     ------------
      Total current assets                                          20,652,945       25,339,138

Property and equipment - net                                         1,285,535        1,184,704
Long-term investments                                               10,310,778       11,180,584
Other assets                                                            66,377           58,079
                                                                  ------------     ------------

TOTAL ASSETS                                                      $ 32,315,635     $ 37,762,505
                                                                  ============     ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current obligation under capital leases                        $    425,986     $    406,123
   Accounts payable                                                    126,003           50,308
   Accrued expenses                                                  1,312,964        1,334,862
   Deferred revenue                                                  1,000,000        9,000,000
                                                                  ------------     ------------
      Total current liabilities                                      2,864,953       10,791,293
                                                                  ------------     ------------

Long-term obligation under capital lease                               188,974          100,326
                                                                  ------------     ------------
Stockholders' equity:
   Preferred stock, $.01 par value, authorized 2,000,000
   shares; issued and outstanding - no shares                               --               --
Common stock, $.01 par value, authorized 25,000,000 shares;
   issued and outstanding 8,558,902 shares at December 31,              85,589           85,629
   1996 and 8,562,941 shares at March 31, 1997
Additional paid-in capital                                          65,285,038       65,296,392
Accumulated deficit                                                (36,108,919)     (38,511,135)
                                                                  ------------     ------------
      Total stockholders' equity                                    29,261,708       26,870,886
                                                                  ------------     ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 32,315,635     $ 37,762,505
                                                                  ============     ============
</TABLE>


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.




<PAGE>   4

                      BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
                            (A Development Stage Company)
<TABLE>
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)
<CAPTION>


                                         Three Months Ended                Cumulative
                                               March 31,                     Since
                                       1996                1997            Inception
                                    ----------         -----------        ------------ 
<S>                                 <C>                <C>                <C>
Revenues:
   License fees                     $       --         $        --        $  9,000,000
   Research and development          2,000,000           1,250,000          15,500,000
   Interest income                      75,697             404,717           2,226,337
                                    ----------         -----------        ------------ 
      Total revenues                 2,075,697           1,654,717          26,726,337
                                    ----------         -----------        ------------ 
Expenses:
   Research and development          2,555,630           3,368,243          51,911,713
   General and administrative          456,806             668,584          11,614,563
   Interest                             51,208              20,106           1,711,196
                                    ----------         -----------        ------------ 
      Total expenses                 3,063,644           4,056,933          65,237,472
                                    ----------         -----------        ------------ 

Net loss                            $ (987,947)        $(2,402,216)       $(38,511,135)
                                    ==========         ===========        ============ 

Net loss per common share           $    (0.19)        $     (0.28)
                                    ==========         ===========        

Shares used in computing
   net loss per common share         5,131,346           8,561,383
                                    ==========         ===========        
</TABLE>


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.




<PAGE>   5

                      BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
                            (A Development Stage Company)
<TABLE>
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (Unaudited)
<CAPTION>
                                                              Three Months Ended            Cumulative
                                                                   March 31,                  Since
                                                            1996              1997           Inception
                                                        -----------       -----------      ------------
<S>                                                     <C>              <C>               <C>
Cash flows from operating activities:
   Net loss                                             $  (987,947)      $(2,402,216)     $(38,511,135)
   Adjustments to reconcile net loss to net cash
      provided by (used) in operating activities:
      Depreciation and amortization                         175,050           146,924         2,691,511
      Noncash interest expense                               15,583                --           465,477
      Noncash expenses related to options and              
        warrants                                            (57,913)            8,297         1,127,167 
      Changes in current assets and liabilities:
         Accounts receivable                                225,832                --                --
         Deposits and prepaid expenses                      (30,218)           78,017        (1,009,499)
         Accounts payable                                     2,185           (75,695)           50,308
         Accrued expenses                                    (9,452)           21,899         1,334,863
         Deferred revenue                                (1,750,000)        8,000,000         9,000,000
                                                        -----------       -----------      ------------
      Net cash provided by (used in) operating
         activities                                      (2,416,880)        5,777,226       (24,851,308)
                                                        -----------       -----------      ------------

Cash flows from investing activities:
   Purchases of property and equipment                      (29,130)          (46,092)       (3,251,480)
   Disposal of property and equipment, net                       --                --            28,040
   Purchases of investments                                      --        (7,059,691)      (45,260,383)
   Proceeds from investments                                     --         9,137,589        24,026,030
                                                        -----------       -----------      ------------
      Net cash provided by (used in) investing
         activities                                         (29,130)        2,031,806       (24,457,793)
                                                        -----------       -----------      ------------

Cash flows from financing activities:
   Proceeds from convertible notes payable to
     stockholders                                                --                --         9,400,000
   Payments of obligations under capital leases            (124,149)         (108,511)       (1,687,761)
   Proceeds from sale/leaseback of equipment                     --                --           771,968
   Net proceeds from equipment leases                            --                --         1,422,240
   Net proceeds from sale of redeemable
     convertible preferred stock                          5,889,530                --        25,661,526
   Proceeds from sale of common stock                            --            11,392        28,016,998
                                                        -----------       -----------      ------------
      Net cash provided by (used in) financing
      activities                                          5,765,381           (97,119)       63,584,971
                                                        -----------       -----------      ------------

Net increase in cash and cash equivalents                 3,319,371         7,711,913        14,275,870

Cash and cash equivalents, beginning of period            2,848,549         6,563,957                --
                                                        -----------       -----------      ------------

Cash and cash equivalents, end of period                $ 6,167,920       $14,275,870      $ 14,275,870
                                                        ===========       ===========      ============

Supplemental disclosures and noncash transactions:
   Increase in equipment under capital leases           $        --       $        --      $ (2,210,270)
                                                        ===========       ===========      ============
   Conversion of convertible notes payable to
     stockholders and accrued interest into
     redeemable convertible preferred stock             $ 1,055,816       $        --      $  9,905,710
                                                        ===========       ===========      ============

   Issuance of warrants                                 $        --       $        --      $    741,737
                                                        ===========       ===========      ============

   Interest paid during the period                      $    35,611       $    18,770      $  1,352,599
                                                        ===========       ===========      ============


</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.


<PAGE>   6



                    BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
                          (A Development Stage Company)

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)
                                      

1. OPERATIONS AND BASIS OF PRESENTATION

BioTransplant Incorporated (the "Company") was incorporated on March 20, 1990.
The Company is developing proprietary anti-rejection pharmaceuticals and organ
transplantation systems which represent a comprehensive approach to inducing
long-term specific transplantation tolerance in humans.

The Company is in the development stage and is devoting substantially all of
its efforts toward product research and development and raising capital. The 
Company is subject to a number of risks similar to those of other development 
stage companies, including dependence on key individuals, competition from 
larger companies, the development of commercially usable products, obtaining 
regulatory approval for products under development, the development and 
marketing of commercial products, and the need to obtain adequate additional 
financing necessary to fund the development of its products.

The interim financial statements herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") and include, in the opinion of management, all
adjustments, consisting of normal, recurring adjustments, necessary for a fair
representation of interim period results. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The results for the interim periods
presented are not necessarily indicative of results to be expected for the
fiscal year or any future period. These condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements and the notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1996, as filed with the Securities and
Exchange Commission.

2. CASH EQUIVALENTS AND INVESTMENTS

Cash equivalents include short-term, highly liquid investments with original
maturities of less than three months from the date of purchase. Short-term
investments consist primarily of corporate notes and securities issued by the
United States Treasury or other United States government agencies with
maturities of less than one year from the date of purchase. Long-term
investments consist primarily of corporate notes with maturities of more than
one year. In accordance with Financial Accounting Standards Board Statement No.
115, "Accounting for Certain Investments in Debt and Equity Securities", the
Company's investments are classified as held-to-maturity and are stated at
amortized cost, which approximates market value. At March 31, 1997 the weighted
average maturity of all investments was eleven months.

The Company held the following investments at December 31, 1996 and March 31,
1997:

    <TABLE>
    <CAPTION>
                                                December 31,  March 31,
                                                   1996         1997
                                                -----------  -----------
    <S>                                         <C>          <C>
    Short-term:
      United States Treasury and Agency
        Securities (average maturity of
        12 months)                              $       --   $ 2,000,000
      Corporate Bonds (average maturity of  
        seven months)                            12,015,442    8,053,769
      Commercial Paper (average maturity of 93                       
        days)                                       986,030           --
                                                -----------  -----------
                                                $13,001,472  $10,053,769
                                                -----------  -----------
    Long-term:
      Corporate Bonds (average maturity of 15     
        months)                                 $10,310,778  $11,180,584
                                                -----------  -----------
    Total investments                           $23,312,250  $21,234,353
                                                ===========  ===========
    </TABLE>



<PAGE>   7



3. NET LOSS PER COMMON SHARE

Net loss per common share is based on the pro forma weighted average number of
common shares outstanding during the periods presented, assuming the automatic
conversion of all shares of Series A, B, D and E redeemable convertible
preferred stock into shares of common stock on the date of issuance. Pursuant to
the requirements of the SEC, common stock and preferred stock issued during the
12 months immediately preceding the initial public offering, plus shares of
common stock that became issuable during the same period pursuant to the grant
of common stock options and warrants, have been included in the calculation of
pro forma weighted average number of common shares outstanding for all periods
presented until the effective date of the Company's initial public offering
using the treasury stock method.

4.  NEW ACCOUNTING STANDARD

In March 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share", ("SFAS 128"). SFAS 128 establishes standards for
computing and presenting earnings per share and applies to entities with
publicly held common stock or potential common stock. This statement is
effective for fiscal years ending after December 15, 1997 and early adoption is
not permitted. When adopted, this statement will require restatement of prior
years' earnings per share. The Company will adopt this statement for its fiscal
year ended December 31, 1997. The Company believes that the adoption of SFAS 128
will not have a material effect on its financial statements.

5.  REVENUE RECOGNITION

Substantially all of the Company's license and research and development revenues
are derived from two collaborative research arrangements. Annual research and
development payments are recognized on a straight-line basis over the period of
the contract, which approximates when work is performed and costs are incurred. 
License fee revenue represents technology transfer fees received for rights to 
certain technology of the Company. License fees are recognized as revenue as
earned. Deferred revenue represents amounts received in advance for research and
development. Research and development expenses in the accompanying consolidated
statements of operations include funded and unfunded expenses.




<PAGE>   8
                      BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
                            (A Development Stage Company)


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

The following discussion of the financial condition and results of operations of
the Company for the three months ended March 31, 1996 and 1997 should be read in
conjunction with the accompanying unaudited condensed consolidated financial
statements and the related notes thereto.

This report may contain certain forward looking statements which involve risks
and uncertainties. Such statements are subject to certain factors which may
cause the Company's plans and results to differ significantly from the plans and
results discussed in forward looking statements. Factors that may cause such
differences include, but are not limited to, the progress of the Company's
research and development programs, the Company's ability to compete
successfully, the Company's ability to attract and retain qualified personnel,
the Company's ability to enter into and maintain collaborations with third
parties, the Company's ability to enter into and progress in clinical trials,
the time and costs involved in obtaining regulatory approvals, the costs
involved in obtaining and enforcing patents, proprietary rights and any
necessary licenses, the ability of the Company to establish development and
commercialization capacities or relationships, the costs of manufacturing, the
Company's ability to obtain additional funds, and those other risks discussed
under the heading "Business - Factors Which May Affect Results" in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, as filed with
the Securities and Exchange Commission.

OVERVIEW

Since commencement of operations in 1990, the Company has been a development
stage company engaged primarily in the research and development of proprietary
anti-rejection pharmaceuticals and organ transplantation systems which represent
a comprehensive approach to inducing long-term specific transplantation
tolerance in humans. The major sources of the Company's working capital have
been the proceeds of equity placements, sponsored research funding and license
fees and capital lease financings. The Company has not generated any revenues
from the sales of products to date, and does not expect to receive any product
revenues for several years. The Company will be required to conduct significant
research, development, testing and regulatory compliance activities that,
together with general and administrative expenses, are expected to result in
significant and increasing operating losses for at least the next several years.

In 1993, and as amended and restated in September 1995, the Company and
Novartis Pharma Inc. ("Novartis") entered into a collaboration agreement for
the development and commercialization   of xenotransplantation products
utilizing gene transduction. Under the agreement, Novartis has committed
research funding through March 1998 of $20.0 million, all of which had been
received as of March 31, 1997, and agreed to pay license fees of $10.0 million,
all of which had been received as of March 31, 1997. The $9.0 million payment
from Novartis which was received during March 1997 is comprised of $6.0 million
in research funding for the gene transduction approach to xenotransplantation,
which will be recognized as revenue on a straight-line basis over the one-year
period from April 1, 1997 to March 31, 1998, and $3.0 million in license fees
which will be recognized as revenue in April 1997. Novartis has also agreed to
fund certain development and premarketing costs of such products, portions of
which, under certain circumstances, may be repayable from the Company's
operating profits from sales of such products.

In October 1995, the Company and MedImmune, Inc. ("MedImmune") formed a
collaborative research agreement for the development of products to treat and
prevent organ rejection. MedImmune paid the Company a $2.0 million license fee
at the time of execution of the agreement, and agreed to fund and assume
responsibility for clinical testing and commercialization of BTI-322 and other
related products. MedImmune has agreed to provide research support and make
milestone payments which could total up to an additional $14.0 million, of
which $1.5 million had been received as of March 31, 1997.



<PAGE>   9



RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996

Revenues decreased to $1.7 million for the three months ended March 31, 1997
from $2.1 million for the three months ended March 31, 1996. The anticipated
decrease in revenues was primarily due to the recognition of $1.0 million in
sponsored research funding from Novartis during the three months ended March 31,
1997, compared to $1.8 million during the three months ended March 31, 1996, as
a result of the amendment and restatement of the collaboration agreement with
Novartis in September 1995.

Research and development expenses increased to $3.4 million for the three months
ended March 31, 1997 from $2.6 million for the three months ended March 31,
1996. This increase was primarily due to increases in sponsored research,
research and development staff and associated increases in supplies and support
services.

General and administrative expenses increased to $669,000 for the three months
ended March 31, 1997 from $457,000 for the three months ended March 31, 1996.
This increase was primarily due to increases in outside professional services in
connection with market research and business development and increased
administrative costs as a publicly-traded company.

Interest income increased to $405,000 for the three months ended March 31, 1997
from $76,000 for the three months ended March 31, 1996. The increase was due
primarily to higher cash balances available for investment.

Interest expense decreased to $20,000 for the three months ended March 31, 1997
from $51,000 for the three months ended March 31, 1996. The decrease was
primarily due to the conversion of $1.0 million of convertible notes payable,
and the accrued interest thereon, to stockholders into redeemable convertible   
preferred stock in February 1996. The redeemable convertible preferred stock
was then automatically converted into common stock upon the closing of the
Company's initial public offering in May 1996. In addition, the decrease was in
part attributable to decreasing balances on existing obligations under capital
leases.

As a result of the above factors, the Company incurred a net loss for the three
months ended March 31, 1997 of $2.4 million, or $0.28 per share, compared to a
net loss of $988,000, or $0.19 per share for the three months ended March 31,
1996.

LIQUIDITY AND CAPITAL RESOURCES

In May 1996, the Company completed an initial public offering of 3,220,000
shares of common stock at a price of $9.50 per share, and received net proceeds
of approximately $28.0 million. In addition, all outstanding shares of
redeemable convertible preferred stock were automatically converted into
5,202,154 shares of common stock upon the closing of the initial public
offering.

Since its inception and prior to the completion of the Company's initial public
offering, the Company's operations have been funded principally through the net
proceeds of an aggregate of $36.2 million from private placements of equity
securities. The Company has also received $30.0 million from a research and
development and collaboration agreement with Novartis, $3.5 million from an
alliance agreement with MedImmune and $2.2 million in equipment lease financing.
The proceeds of the private placements, notes payable and capital leases and
cash generated from the corporate collaborations with Novartis and MedImmune
have been used to fund operating losses of approximately $38.5 million and the
investment of approximately $3.8 million in equipment and leasehold improvements
through March 31, 1997. The Company had no significant commitments as of March
31, 1997 for capital expenditures.



<PAGE>   10



During the three months ended March 31, 1997, the Company paid Stem Cell
Sciences Pty. Ltd. ("Stem Cell Sciences") $676,000 for research support for
calendar year 1997 and to maintain its pro rata equity interest in Stem Cell 
Sciences. In addition, the Company has an option to purchase additional shares 
of Stem Cell Sciences prior to December 1997, to maintain its pro rata equity 
interest. If the Company does not make such further investment, its rights to 
certain technologies become nonexclusive.

The increase in cash, cash equivalents and investments of $5.6 million for the
three months ended March 31, 1997 is primarily due to $5.8 million in net cash
provided by operating activities which reflects the receipt of $9.0 million from
Novartis for sponsored research and license support for the period April 1,
1997 to March 31, 1998, as discussed more fully in the preceding "Overview"
section.

The Company anticipates that its existing funds and interest earned thereon
should be sufficient to fund its operating and capital requirements as currently
planned through the end of 1998. However, the Company's cash requirements may
vary materially from those now planned due to many factors, including, but not
limited to, the progress of the Company's research and development programs, the
scope and results of preclinical and clinical testing, changes in existing and
potential relationships with corporate collaborators, the time and cost in
obtaining regulatory approvals, the costs involved in obtaining and enforcing
patents, proprietary rights and any necessary licenses, the ability of the
Company to establish development and commercialization capacities or
relationships, the costs of manufacturing and other factors.

The Company expects to incur substantial additional costs, including costs
related to research and development activities, preclinical studies, clinical
trials, obtaining regulatory approvals, manufacturing and the expansion of its
facilities. The Company will need to raise substantial additional funds, through
additional financings including public or private equity offerings and
collaborative arrangements with corporate partners. There can be no assurance
that funds will be available on terms acceptable to the Company, if at all. If
adequate funds are not available, the Company may be required to delay, scale
back or eliminate certain of its product development programs or to license to
others the right to commercialize products or technologies that the Company
would otherwise seek to develop and commercialize itself, any of which would
have a material and adverse effect on the Company.




<PAGE>   11
                      BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
                            (A Development Stage Company)


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
         Response: None

ITEM 2.  CHANGES IN SECURITIES
         Response: None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         Response: None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         Response: None

ITEM 5.  OTHER INFORMATION
         Response: None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a)     Exhibits

+10.1   Agreement to Further Vary Shareholder's Agreement between BioTransplant
        Incorporated and C.R., S.S. and Stem Cell Sciences Pty. Ltd., dated
        December 20, 1996.

+10.2   Agreement to Further Vary Shareholder's Agreement between BioTransplant
        Incorporated and C.R., S.S. and Stem Cell Sciences Pty. Ltd., dated
        March 16, 1997.

11.1    Statement: Computation of Pro Forma Net Loss Per Common Share

27      Financial Data Schedule.

b) Reports on Form 8-K
   None.


+  Confidential Treatment requested as to certain portions.


<PAGE>   12
                                   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.

                  BioTransplant Incorporated
                  (Registrant)

Date: May 8, 1997 /s/ Elliot Lebowitz
                  ----------------------------------------------
                  Elliot Lebowitz
                  President and Chief Executive Officer
                  (Principal Executive Officer)

                  /s/ Richard V. Capasso
                 ----------------------------------------------
                  Richard V. Capasso
                  Director of Finance
                  (Principal Financial and Accounting Officer)