SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                FORM 10-QSB/A-1


(X)  Quarterly report pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934.

     For the quarterly period ended October 31, 1996 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: 0-17072

                    COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)

Delaware                                              11-2844247
(State of other jurisdiction of                   (IRS Employer
incorporation or organization)                    Identification Number)

72B Cabot Street, West Babylon, New York 11704
(Address of principle executive offices) (Zip Code)

(516) 694-7060
(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 _____

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

Common Stock, Par Value $.0001                             9,103,477
--------------------------------------------------------------------------------
(Title of Each Class)                         (Outstanding at December 20, 1996)

Transitional Small Business Disclosure Format (check one) : Yes ___  No  _X_

<PAGE>

Part I - Financial Information

Item 1. Financial Statements

           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                    UNAUDITED

                                     ASSETS

<TABLE>
<CAPTION>
                                                             October 31,      April 30,
                                                                 1996           1996
                                                             -----------     -----------
<S>                                                          <C>             <C>        
CURRENT ASSETS

  Cash                                                       $   516,085     $   282,933
  Contracts receivable, net of allowance for
    doubtful contracts of $195,000 at
    October 31, 1996 and April 30, 1996                        2,777,597       2,043,740
  Current portion of note receivable                              20,940            --
  Inventories and prepaid supplies                               370,065         265,065
  Prepaid expenses                                               185,617            --
  Deferred income taxes                                          680,000         680,000
  Other current assets                                           190,046         148,557
                                                             -----------     -----------

      Total Current Assets                                     4,740,350       3,420,295
                                                             -----------     -----------

PROPERTY AND EQUIPMENT, net of
  accumulated depreciation and amortization                    3,262,552       3,143,477
                                                             -----------     -----------

OTHER ASSETS

  Note Receivable                                                254,060            --
  Investment in non-marketable securities, net of
    valuation allowance of $3,936,000 and $5,993,841
    at October 31, 1996 and April 30, 1996, respectively         100,000         628,000
  Goodwill, net of accumulated amortization                       28,594          30,590
  Deferred acquisition costs, net of
    accumulated amortization                                      97,010         100,580
  Deferred income taxes                                        1,904,000       1,904,000
  Other assets                                                    95,630          62,447
                                                             -----------     -----------

      Total Other Assets                                       2,479,294       2,725,617
                                                             -----------     -----------

TOTAL ASSETS                                                 $10,482,196     $ 9,289,389
                                                             ===========     ===========
</TABLE>

                                   (Continued)
                                        1

<PAGE>

           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                    UNAUDITED

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                             October 31,      April 30,
                                                                1996            1996
                                                             -----------     -----------
<S>                                                          <C>             <C>        
CURRENT LIABILITIES

   Current portion of long-term debt                         $   312,898     $   260,952
   Accounts payable and accrued expenses                       1,233,372       1,335,287
   Note payable                                                  100,000            --
   Deposit                                                          --           150,000
   Income taxes payable                                           34,603          59,080
   Other current liabilities                                     235,602         228,591
                                                             -----------     -----------

         Total Current Liabilities                             1,916,475       2,033,910

OTHER LIABILITIES

   Long-term debt, net of current portion                        469,347         382,324
                                                             -----------     -----------

         Total Liabilities                                     2,385,822       2,416,234
                                                             -----------     -----------

STOCKHOLDERS' EQUITY

   Preferred stock, $.01 par value,
    10,000,000 shares authorized,
     No shares issued or outstanding                                --              --
   Common stock, $.0001 par value,
     50,000,000 shares authorized,
     9,103,477 issued less 20,000
      treasury shares                                                910             617
   Additional paid-in capital                                 26,052,509      24,727,377
   Treasury stock                                                (10,000)        (58,000)
   Stock subscription receivable                                                 (46,988)
   Deficit                                                   (17,947,045)    (17,749,851)
                                                             -----------     -----------

         Total Stockholders' Equity                            8,096,374       6,873,155
                                                             -----------     -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $10,482,196     $ 9,289,389
                                                             ===========     ===========
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements
                                        2

<PAGE>

           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                           SIX MONTHS ENDED
                                                      ----------------------------
                                                      October 31,      October 31,
                                                          1996            1995
                                                      -----------      -----------
<S>                                                   <C>              <C>        
Revenues                                              $ 8,254,724      $ 6,371,661

Cost of revenues                                        5,566,768        3,893,219
                                                      -----------      -----------

      Gross profit                                      2,687,956        2,478,442

Selling, general and administrative expenses            2,132,931        2,474,940
Management restructuring costs                          1,193,000             --
                                                      -----------      -----------

      Income (loss) before other income (expense)        (637,975)           3,502
                                                      -----------      -----------

Other income (expense):

  Settlement of legal claims, net                         246,654          (17,500)
  Income from joint venture                                  --             22,512
  Gain on sale of marketable security                        --             63,999
  Gain on sale of assets, net                             221,710             --
  Realized gain on sale of building                                        188,624
  Interest expense                                        (29,131)            --
  Interest and dividend income                              1,548           39,732
                                                      -----------      -----------

      Total other income (expense)                        440,781          297,367
                                                      -----------      -----------


      Income(loss) before income taxes                   (197,194)         300,869

Income taxes                                                 --               --
                                                      -----------      -----------

      Net income(loss)                                $  (197,194)     $   300,869
                                                      ===========      ===========

Earnings(loss) per common share                       $      (.02)     $       .07
                                                      ===========      ===========

Weighted average number of
  common shares outstanding                             8,331,449        4,419,095
                                                      ===========      ===========
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements
                                        3

<PAGE>

           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME

                                    UNAUDITED

                                                        THREE MONTHS ENDED
                                                   ----------------------------
                                                   October 31,      October 31,
                                                       1996            1995
                                                   -----------      -----------
Revenues                                           $ 3,181,322      $ 2,601,913

Cost of revenues                                     2,131,412        1,675,792
                                                   -----------      -----------

      Gross profit                                   1,049,910          926,121

Selling, general and administrative expenses           965,422          998,295
Management restructuring costs                       1,193,000             --
                                                   -----------      -----------

Income (loss) before other income(expense)          (1,108,512)         (72,174)
                                                   -----------      -----------

Other income (expense):

  Settlement of legal claims, net                      246,654             --
  Income from joint venture                               --             22,512
  Gain on sale of marketable security                     --             63,999
  Gain on sale of assets, net                          221,710             --
  Interest Expense                                     (13,236)            --
  Interest and dividend income                             709           39,732
                                                   -----------      -----------

      Total other income (expense)                     455,837          126,243
                                                   -----------      -----------


      Income(loss) before income taxes                (652,675)          54,069

Income taxes                                              --               --
                                                   -----------      -----------

      Net income(loss)                             $  (652,675)     $    54,069
                                                   ===========      ===========

Earnings(loss) per common share                    $      (.07)     $       .01
                                                   ===========      ===========

Weighted average number of
  common shares outstanding                          9,065,977        5,427,366
                                                   ===========      ===========

           See Accompanying Notes to Consolidated Financial Statements
                                        4

<PAGE>

           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    FOR THE SIX MONTHS ENDED OCTOBER 31, 1996

                                    UNAUDITED

<TABLE>
<CAPTION>
                                          Common Stock
                                       -------------------    Additional                  Stock
                                       Number of      Par      Paid-in      Treasury   Subscription   Accumulated
                                        Shares       Value     Capital       Stock      Receivable       Deficit         Total
                                       ---------     -----   -----------    --------     --------     ------------     -----------
<S>                                    <C>           <C>     <C>            <C>          <C>          <C>              <C>        
Balance - April  30, 1996              6,097,366     $617    $24,727,377    $(58,000)    $(46,988)    $(17,749,851)    $ 6,873,155

  Private placements of
    common stock                       2,600,000      260      1,084,165                                                 1,084,425

    Issuance of common
      stock for services                 261,111       26        205,974                                                   206,000

    Issuance of treasury stock
      to settle legal obligations         70,000                              58,000                                        58,000

 Return of common stock as
   part of legal settlement              (20,000)                            (10,000)                                      (10,000)

  Collection of stock subscription
    receivable                                                                             46,988                           46,988

  Issuance of common stock for
    partial payment of management
    restructuring charges                 75,000        7         34,993                                                    35,000

  Net (Loss)                                                                                              (197,194)       (197,194)
                                       ---------     ----    -----------    --------     --------     ------------     -----------
Balance - October  31, 1996            9,083,477     $910    $26,052,509    $(10,000)    $   --       $(17,947,045)    $ 8,096,374
                                       =========     ====    ===========    ========     ========     ============     ===========
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements
                                        5

<PAGE>

           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED

<TABLE>
<CAPTION>
                                                                 UNAUDITED
                                                       ---------------------------
                                                        October 31,     October 31
                                                           1996            1995
                                                       -----------     -----------
<S>                                                    <C>             <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income(Loss)                                     $  (197,194)    $   300,869
  Adjustments to reconcile net income to net cash
  flows from operating activities:
    Depreciation and amortization                          321,329         121,033
    Gain on sale of building                                  --          (188,624)
    Issuance of common stock for services                  206,000         442,250
    Transfer of investment as partial consideration
      for termination agreement                            528,000            --
    Income from joint venture                                 --           (22,512)
    Management restructuring costs                         211,000            --
    Gain on sale of assets, net                           (221,710)           --
    Settlement of legal claims, net                       (255,000)           --
  Changes in operating assets and liabilities:
    Accounts receivable                                   (733,857)       (540,593)
    Inventories and prepaid supplies                      (105,000)       (274,667)
    Prepaid expenses                                      (185,617)           --
    Note receivable                                           --            50,000
    Other current assets                                   (41,489)       (214,535)
    Other assets                                           (33,183)        (48,405)
    Accounts payable and accrued expenses                 (101,915)        696,533
    Current Income taxes                                   (24,477)          5,636
    Other current liabilities                                7,011          33,105
    Reserve for contingencies                                 --          (367,309)
    Deferred income taxes                                     --            42,000
                                                       -----------     -----------

NET CASH FLOWS FROM OPERATING ACTIVITIES                  (626,102)         34,781
                                                       -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Payment for investment in subsidiary                        --           (10,000)
  Deposits advanced                                           --           397,943
  Proceeds from the sale of assets                         221,710            --
  Acquisition of fixed assets                             (434,838)     (1,528,552)
  Deferred acquisition costs, net                             --          (103,938)
                                                       -----------     -----------

NET CASH FLOWS FROM INVESTING ACTIVITIES                  (213,128)     (1,244,547)
                                                       -----------     -----------
</TABLE>

                                   (Continued)
                                        6

<PAGE>

           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.)
                            FOR THE SIX MONTHS ENDED

<TABLE>
<CAPTION>
                                                                 UNAUDITED
                                                       ---------------------------

                                                       October 31,      October 31,
                                                          1996             1995
                                                       -----------     -----------
<S>                                                    <C>             <C>        
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from note payable                               100,000            --
  Proceeds from long-term debt                             223,000            --
  Principal payments of long-term debt                    (232,031)        (99,407)
  Payment of note payable                                     --           (75,000)
  Proceeds from issuance of common stock, net
    Of advance deposits                                    934,425       3,137,784
  Stock subscription receivable                             46,988        (534,920)
                                                       -----------     -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES                 1,072,382       2,428,457
                                                       -----------     -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS                    233,152       1,218,691
CASH AND EQUIVALENTS-BEGINNING                             282,933         648,023
                                                       -----------     -----------
CASH AND EQUIVALENTS-ENDING                            $   516,085     $ 1,866,714
                                                       ===========     ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES

Issuance of restricted common shares for
  the investment in New York Testing 
  Laboratories, Inc., and Subsidiaries                 $      --       $    67,500
                                                       ===========     ===========
Step-up in basis of property and equipment
  resulting from the allocated purchase price in
  excess of net assets acquired from New York
  Testing Laboratories, Inc. and Subsidiaries          $      --       $   328,681
                                                       ===========     ===========
Issuance of common shares  in exchanged for services   $   206,000     $   442,250
                                                       ===========     ===========
Transfer of non-marketable security as partial
  consideration for termination agreement              $   528,000     $      --
                                                       ===========     ===========
Note receivable and return of common stock accepted
  as partial consideration in settlement of a
  legal claim                                          $   285,000     $      --
                                                       ===========     ===========
Issuance of long-term debt in connection with
  the partial settlement of a legal claim and
  separate consulting agreement                        $   155,000     $      --
                                                       ===========     ===========
SUPPLEMENTAL INFORMATION
  Interest Paid                                        $    29,131     $    24,256
                                                       ===========     ===========
  Taxes Paid                                           $       346     $       224
                                                       ===========     ===========
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements
                                        7

<PAGE>

           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE QUARTER ENDED OCTOBER 31, 1996
                                    UNAUDITED


(1)  The consolidated  balance sheet at the end of the preceding fiscal year has
     been derived from the audited  consolidated  balance sheet contained in the
     Company's Form 10-K and is presented for  comparative  purposes.  All other
     financial  statements are unaudited.  All unaudited  amounts are subject to
     year-end  adjustments and audit,  but the Company believes all adjustments,
     consisting only of normal and recurring  adjustments,  necessary to present
     fairly the financial  position,  results of operations  and changes in cash
     flows for all  interim  periods  presented  have been made.  The results of
     operations  for  interim  periods  are not  necessarily  indicative  of the
     operating results for the full year.

     Footnote  disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting  principles have been omitted
     in accordance  with the published  rules and  regulations of the Securities
     and Exchange Commission.  These consolidated financial statements should be
     read in  conjunction  with  the  financial  statements  and  notes  thereto
     included in the Company's Form 10-K for the most recent fiscal year.

(2)  As part of the management  restructuring during September 1996, the Company
     entered  into  separate  termination   agreements  with  the  former  Chief
     Executive  Officer("CEO"),   Chief  Operating  Officer("COO")  and  Special
     Securities  Counsel("SSC")  to  the  Company.  These  agreements  call  for
     pay-outs of existing compensation  arrangements plus additional benefits in
     the form of  transferring  an  investment in  non-marketable  securities of
     $528,000, issuing stock options and other miscellaneous benefits.  Included
     in Management  Restructuring Costs on the Consolidated Statements of Income
     are the  termination  costs  related to the former CEO and SSC for $216,000
     and $35,000,  respectively.  At October 31, 1997, approximately $176,000 of
     the amounts due the former  CEO,  represented  by a  promissory  note,  are
     included in Long-term Debt. Also included in Management Restructuring Costs
     are amounts  actually paid and the value of the  non-marketable  securities
     transferred  at closing of the  termination  agreement  with the former COO
     totaling  $792,000 As a result of the  indictment of the former COO and SCC
     in October 1996 on charges of stock fraud and manipulation, the Company has
     withheld  subsequent payments and has not accrued for the unpaid balance of
     the  termination  agreement  with the  former  COO  totaling  approximately
     $636,000. Even if the indictments and the allegations contained therein are
     proven not to be true,  there was still a lack of fiduciary  responsibility
     to the  Company by both the  former COO and SSC.  In light of the facts and
     circumstances,  the Company has already made formal  demands to the COO and
     SSC for  the  return  of all  consideration  paid  and  assets  transferred
     pursuant to the termination  agreements  through the date of the indictment
     and is  vigorously  pursuing  this  matter.  The Company has also  formally
     cancelled all option certificates  previously issued in connection with the
     termination agreements. In addition, Management Restructuring Costs include
     approximately   $150,000  of  legal  and  professional   fees  incurred  in
     connection with these agreements and the subsequent  matters resulting from
     the indictment.


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

RESULTS OF OPERATIONS

Core  operations for the six months showed revenues and a net loss of $8,255,000
and  $197,000,  respectively,  versus  $6,372,000  and net  income of  $301,000,
respectively,  for the same period last year. This represents an increase of 30%
in revenues from the prior year  resulting  from the expansion of  environmental
service  operations.  For the quarter ended October 31, 1996, revenues increased
approximately  $579,000, or 22%, from the same period last year. The current net
loss is the direct result of Management  Restructuring Costs discussed in Note 2
and below.

Cost of revenues increased $1,674,000 or 43% from the first six months last year
but, as a percentage of revenues, increased from 61% to 67% when compared to the
first six months of last year to this year.  For the three months ended  October
31, 1996, cost of revenues, as a percentage of revenues, was 67% compared to 64%
for the same period last year.  The increase in is due primarily to direct field
labor for  environmental  services and testing  operations  which are more labor
intensive.

Gross profit  increased  $210,000 or 8% from the first six months of fiscal 1996
to 1997. As a percentage of revenues, the gross profit decreased to 33% compared
to 39% for the first six months of fiscal 1996.  The gross profit also decreased
from 36% to 33% when  comparing the three months ended October 31, 1995 to 1996.
This  decrease  results  from a change in the mix of work  compared to last year
which is more labor intensive as well as certain larger  contracts that normally
carry a slightly lower gross profit margin.

                                        8

<PAGE>

Selling,  general and administrative  expenses decreased  approximately  342,000
from the first six months of last year  compared to the first six months of this
year. As a percentage of revenues, these expenses were approximately 39% and 26%
for the six months ended October 31, 1995 and 1996, respectively. These expenses
also  decreased  $33,000 when  comparing  the quarter  ended October 31, 1996 to
1995. This is the direct result of management's  continued efforts to streamline
overhead and build a more efficient operation.

Management  restructuring  costs include  non-recurring  charges for termination
expenses  for the  COO,  CEO  and  SCC  for  $792,000,  $  216,000  and  35,000,
respectively as well as legal fees for  approximately  $150,000.  At October 31,
1996,  only  $176,000  remains  as an  obligation  to the CEO.  As  such,  these
settlements will not have a significant  impact on future cash flows,  financial
condition or results of operations.

The gain on sale of assets  results  primarily  from the sale of a  professional
engineering  licence  in the name of New York  Testing  Laboratories,  Inc.  for
$225,000 during the current quarter for cash.

During the quarter ended October 31, 1996, the Company  settled its  arbitration
action with Spartan  Dismantling Corp. for $300,000 and is included as income in
settlement of legal claims.


LIQUIDITY AND CAPITAL RESOURCES

Working  capital at October 31, 1996 including  cash, was $2,824,000 an increase
of  $1,438,000  or 104%  from  April  30,  1996.  Cash and  accounts  receivable
increased  by $233,000 and  $734,000,  respectively  from April 30, 1996.  As of
October 31, 996, the current  ratio was 2:47:1.  This  represents a  substantial
improvement in liquidity from April 30, 1996 where such ratio was 1:68:1.  It is
managements continued goal to maintain low levels of long-term debt financing.

During the six months ended  October 31, 1996,  the Company  raised net proceeds
from the issuance of common  stock of  approximately  $934,000.  Said funds were
used to purchase various  operational  fixed assets,  provide working capital to
finance  accounts  receivable  and pay  monies  required  at the  closing of the
termination agreements in September 1996.

The Company  believes that the current  levels of working  capital and liquidity
will not be sufficient to support the continued increase in its revenue base and
scope of operations.  In this regard,  management will be seeking new sources of
permanent capital through domestic private  placements of equity and convertible
debt as well as establishing a working capital credit facility with a local bank
to finance accounts receivable to enhance cash flow and business growth.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Pending Litigation

In  November,  1994,  the  Company  commenced  a civil  action in New York State
Supreme  Court to recover  monies  advanced to Mohave Shores  Development,  Inc.
("Mohave")  in  anticipation  of  developing  land on an Indian  reservation  in
Arizona.  The Company  seeks the return of its $250,000  deposit plus legal fees
and punitive damages.  Management intends to continue aggressively pursuing this
matter.

In a civil action which was commenced in August 1995 in United  States  District
Court,  the Company,  various current and prior officers and directors have been
named in a lawsuit with various  shareholders  from Seattle,  Washington who had
purchased  shares  through  the  same  broker.   The  lawsuit  contains  various
allegations  asserting  misrepresentations  to the broker and  non-disclosure in
public filings of various Reg-S and S-8 stock issuances made by the Company from
August  through  October  1994.  The officers and  directors  named in the civil
action were Messrs. Mangan (Chief Operating Officer), Varsi (President),  Lehrer
(Chairman & CEO), Mazzella (Director) and O'Reilly (Director). Management denies
any  wrongdoing,  asserts  that the  complaint  is without  merit and intends to
vigorously defend these claims. The Company settled this lawsuit in May 1997 for
approximately  $120,000,  net of insurance  proceeds,  with monthly  payments of
$6,250.

                                        9

<PAGE>

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits: None
         (b)  Reports on Form 8-K

              Reports  filed  on Form  8-K  dated  September  12,  1996  and
              September 26, 1996 are hereby incorporated by reference.




SIGNATURES


Pursuant  to the  requirements  of  Section 13 or 15 (d) of the  Securities  and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Dated:   July 14, 1997


                                   COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC.


                                   By:  /s/  MICHAEL O'REILLY
                                        --------------------------------
                                         MICHAEL O'REILLY, Chairman and
                                            Chief Executive Officer


                                   By:  /s/  DAVID R. BEHANNA
                                        --------------------------------
                                           DAVID R. BEHANNA, CPA
                                          Chief Financial Officer

                                       10