UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

/X/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002.

                                       OR

/ /   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                  FOR THE TRANSITION FROM _______ TO ________.

                         COMMISSION FILE NUMBER 0-29531


                        HAWKSDALE FINANCIAL VISIONS, INC.
        _________________________________________________________________
        (Exact Name of Small Business Issuer as Specified in its Charter)


            NEVADA                                                88-0409144
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


  6767 W. Tropicana Avenue, Suite 207
         Las Vegas, Nevada                                              89103
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)

                   Issuer's telephone number: (702) 248-1027


                 ______________________________________________
                 (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 / / No /X/

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/

State the number of shares outstanding of each of the issuer's classes of common
equity, for the period covered by this report and as at the latest practicable
date:

     At June 30, 2002, and as of the date hereof, there were outstanding
     2,100,000 shares of the Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes / /   No /X/


                                      -1-


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A Development Stage Company)

                                FINANCIAL REPORTS

                                  JUNE 30, 2002
                                DECEMBER 31, 2001


<PAGE>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS


________________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                            F-1

   Statements of Income                                                      F-2

   Statements of Stockholders' Equity                                        F-3

   Statements of Cash Flows                                                  F-4

   Notes to Financial Statements                                           F-5-7
________________________________________________________________________________


<PAGE>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                                      June 30,      December 31,
                                                          2002              2001
                                                      ________      ____________


                                     ASSETS

CURRENT ASSETS                                        $      0       $      0
                                                      ________       ________

            Total current assets                      $      0       $      0
                                                      ________       ________

                   Total assets                       $      0       $      0
                                                      ========       ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                 $  2,716       $     85
     Officers advances (Note 7)                         29,670         29,670
                                                      ________       ________

            Total current liabilities                 $ 32,386       $ 29,755
                                                      ________       ________


STOCKHOLDERS' EQUITY
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:
        2,100,000 shares at December 31, 2001:        $              $  2,100
        2,100,000 shares at June 30, 2002;               2,100
     Additional Paid In Capital                              0              0
     Accumulated deficit during development stage      (34,486)       (31,855)
                                                      ________       ________

            Total stockholders' equity                $(32,386)      $(29,755)
                                                      ________       ________

                   Total liabilities and
                   stockholders' equity               $      0       $      0
                                                      ========       ========


                 See Accompanying Notes to Financial Statements.


                                      F-1


<PAGE>

<TABLE>
<CAPTION>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME


                                                                                                                       Dec. 6, 1996
                                  Three months ended            Six months ended                 Year Ended          (inception) to
                                June 30,      June 30,       June 30,      June 30,     December 31,   December 31,        June 30,
                                    2002          2001           2002          2001             2001           2000            2002
                               __________    __________     __________    __________    ____________   ____________  ______________
<S>                            <C>           <C>            <C>           <C>            <C>            <C>            <C>

Revenues                       $        0    $        0     $        0    $        0     $        0     $        0     $        0

Cost of revenue                         0             0              0             0              0              0              0
                               __________    __________     __________    __________     __________     __________     __________

          Gross profit         $        0    $        0     $        0    $        0     $        0     $        0     $        0
General, selling and
   administrative expenses              0         1,072          2,631         3,417          4,728         24,677         34,486
                               __________    __________     __________    __________     __________     __________     __________
          Operating (loss)     $       (0)   $   (1,072)    $   (2,631)   $   (3,417)    $   (4,728)    $  (24,677)    $  (34,486)

Nonoperating income
   (expense)                            0             0              0             0              0              0              0
                               __________    __________     __________    __________     __________     __________     __________

   Net (loss)                  $       (0)   $   (1,072)    $   (2,631)   $   (3,417)    $   (4,728)    $  (24,677)    $  (34,486)
                               ==========    ==========     ==========    ==========     ==========     ==========     ==========

   Net (loss) per share,
   basic and diluted
   (Note 2)                    $    (0.00)   $    (0.00)    $    (0.00)   $    (0.00)    $    (0.00)    $    (0.01)    $    (0.02)
                               ==========    ==========     ==========    ==========     ==========     ==========     ==========

   Average number of shares
   of common stock
   outstanding                  2,100,000     2,100,000      2,100,000     2,100,000      2,100,000      2,100,000      2,100,000
                               ==========    ==========     ==========    ==========     ==========     ==========     ==========

</TABLE>


                 See Accompanying Notes to Financial Statements.


                                      F-2


<PAGE>

<TABLE>
<CAPTION>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY


                                                                               Accumulated
                                                                                (Deficit)
                                           Common Stock          Additional      During
                                       _____________________      Paid-In      Development
                                        Shares        Amount      Capital         Stage
                                       _________     _______     __________    ___________
<S>                                    <C>           <C>          <C>           <C>

Balance, December 31, 1998             2,100,000     $ 2,100      $     0       $ (2,100)

November 29, 1999, changed from no
    par value to $.001                                (2,079)       2,079

November 29, 1999, forward stock
    100:1                                              2,079       (2,079)

Net (loss), December 31, 1999                                                       (350)
                                       _________     _______      _______       ________

Balance, December 31, 1999             2,100,000     $ 2,100      $     0       $ (2,450)

Net (loss), December 31, 2000                                                    (24,677)
                                       _________     _______      _______       ________

Balance, December 31, 2000             2,100,000     $ 2,100      $     0       $(27,127)

Net (loss), December 31, 2001                                                     (4,728)
                                       _________     _______      _______       ________

Balance, December 31, 2001             2,100,000     $ 2,100      $     0       $(31,855)

Net (loss) January 1, 2002 to
June 30, 2002                                                                     (2,631)
                                       _________     _______      _______       ________

Balance, June 30, 2002                 2,100,000     $ 2,100      $     0       $(34,486)
                                       =========     =======      =======       ========

</TABLE>


                 See Accompanying Notes to Financial Statements.


                                      F-3


<PAGE>

<TABLE>
<CAPTION>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                                                                                       Dec. 6, 1996
                                  Three months ended            Six months ended                 Year Ended          (inception) to
                                June 30,      June 30,       June 30,      June 30,     December 31,   December 31,        June 30,
                                    2002          2001           2002          2001             2001           2000            2002
                               __________    __________     __________    __________    ____________   ____________  ______________
<S>                            <C>           <C>            <C>           <C>            <C>            <C>            <C>

Cash Flows From
Operating Activities
   Net (loss)                    $      0      $ (1,072)      $ (2,631)     $ (3,417)      $ (4,728)      $(24,677)      $(34,486)
   Adjustments to reconcile
   net (loss) to cash
   (used in) operating
   activities:
   Changes in assets
   and liabilities
   Increase in accounts payable         0            (3)         2,631         2,267             85              0             85
   Increase in officer advances         0         1,075              0         1,150          4,643         24,677         32,301
                                 ________      ________       ________      ________       ________       ________       ________

        Net cash (used in)
           operating activities  $      0      $      0       $      0      $      0       $      0       $      0       $ (2,100)
                                 ________      ________       ________      ________       ________       ________       ________

Cash Flows From
Investing Activities             $      0      $      0       $      0      $      0       $      0       $      0       $      0
                                 ________      ________       ________      ________       ________       ________       ________

Cash Flows From
Financing Activities
   Issuance of common stock             0             0              0             0              0              0          2,100
                                 ________      ________       ________      ________       ________       ________       ________

        Net cash (used in)
           financing activities  $             $      0       $             $      0       $      0       $      0       $  2,100
                                 ________      ________       ________      ________       ________       ________       ________

        Net increase (decrease)
           in cash               $      0      $      0       $      0      $      0       $      0       $      0       $      0

Cash, beginning of period               0             0              0             0              0              0       $      0
                                 ________      ________       ________      ________       ________       ________       ________
Cash, end of period              $      0      $      0       $      0      $      0       $      0       $      0       $      0
                                 ========      ========       ========      ========       ========       ========       ========

</TABLE>


                See Accompanying Notes to Financial Statements.


                                      F-4


<PAGE>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2002, AND DECEMBER 31, 2001


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

Hawksdale  Financial  Visions,  Inc.  ("Company") was organized December 6, 1996
under the laws of the State of Nevada.  The Company  currently has no operations
and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING  AND REPORTING BY DEVELOPMENT  STAGE  ENTERPRISES,"  is considered a
development stage company.

A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:

ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

CASH

For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash  equivalents.  There were no cash
equivalents as of June 30, 2002 and 2001, and December 31, 2001 and 2000.

INCOME TAXES

Income  taxes are  provided  for using the  liability  method of  accounting  in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting.  Temporary  differences  are the  differences  between  the  reported
amounts of assets and liabilities  and their tax basis.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management,  it is more
likely than not that some  portion or all of the deferred tax assets will not be
realized.  Deferred  tax assets and  liabilities  are adjusted for the effect of
changes in tax laws and rates on the date of enactment.

REPORTING ON COSTS FOR START-UP ACTIVITIES

Statement  of Position  98-5 ("SOP  98-5),  "REPORTING  ON THE COSTS OF START-UP
ACTIVITIES" which provides  guidance on the financial  reporting of start-up and
organization costs,  requires most costs of start-up activities and organization
costs to be expensed as incurred.  With the adoption of SPO 98-5, there has been
little to no effect on the Company's financial statements.


                                       F-5


<PAGE>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2002, AND DECEMBER 31, 2001



NOTE 2.  STOCKHOLDERS' EQUITY

COMMON STOCK

The authorized  common stock of the Company  consists of 25,000,000  shares with
par value of $0.001.  On December 10, 1996,  the Company issued 21,000 shares of
its no par value common stock in consideration of $2,100 in cash.

On November  29,  1999,  the State of Nevada  approved  the  Company's  restated
Articles of Incorporation, which increased its capitalization from 25,000 common
shares to 25,000,000  common shares.  The no par value was changed to $0.001 per
share.

On November 29, 1999, the Company's shareholders approved a forward split of its
common  stock at one hundred  shares for one share of the existing  shares.  The
number of common stock shares  outstanding  increased  from 21,000 to 2,100,000.
Prior period information has been restated to reflect the stock split

The Company has not authorized any preferred stock.


NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128,  "EARNINGS PER
SHARE." The  weighted-average  number of common shares  outstanding  during each
period  is used to  compute  basic  loss per  share.  Diluted  loss per share is
computed  using the weighted  averaged  number of shares and dilutive  potential
common shares  outstanding.  Dilutive  potential  common  shares are  additional
common shares assumed to be exercised.

Basic  net loss per  common  share is based on the  weighted  average  number of
shares of common stock  outstanding of 2,100,000  during 2002,  2001,  2000, and
since inception.  As of June 30, 2002 and 2001,  December 31, 2001 and 2000, and
since inception, the Company had no dilutive potential common shares.

NOTE 3.  INCOME TAXES

There is no provision  for income taxes for the period ended June 30, 2002,  due
to the net loss and no state  income tax in Nevada,  the state of the  Company's
domicile and  operations.  The Company's total deferred tax asset as of June 30,
2002 is as follows:

                  Net operating loss carry forward            $   34,486
                  Valuation allowance                         $  (34,486)
                                                              __________

                  Net deferred tax asset                      $        0

The net federal  operating loss carry forward will expire between 2016 and 2021.
This  carry  forward  may  be  limited  upon  the  consummation  of  a  business
combination under IRC Section 381.


                                       F-6


<PAGE>


                        HAWKSDALE FINANCIAL VISIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2002, AND DECEMBER 31, 2001


NOTE 4.  GOING CONCERN

The Company's  financial  statements  are prepared in accordance  with generally
accepted accounting  principles applicable to a going concern. This contemplates
the  realization  of assets and the  liquidation  of  liabilities  in the normal
course of business.  Currently,  the Company does not have  significant  cash of
other  material  assets,  nor does it have  operations  or a source  of  revenue
sufficient  to cover its  operation  costs and allow it to  continue  as a going
concern.  It is the  intent of the  Company to seek a merger  with an  existing,
operating company.  Until that time, the stockholders,  officers,  and directors
have committed to advancing the operating costs of the company.

NOTE 5.  RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer of
the  corporation  provides  office  services  without  charge.  Such  costs  are
immaterial to the financial statements and accordingly,  have not been reflected
therein.  The  officers  and  directors  for the Company  are  involved in other
business  activities and may, in the future,  become  involved in other business
opportunities.  If a  specific  business  opportunity  becomes  available,  such
persons  may face a conflict  in  selecting  between the Company and their other
business interest. The Company has not formulated a policy for the resolution of
such conflicts.

NOTE 6.  WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.

NOTE 7.  OFFICERS ADVANCES

The Company has incurred costs while seeking additional capital through a merger
with an existing company. An officer of the Company has advanced funds on behalf
of the Company to pay for these costs.  These funds have been advanced  interest
free.


                                      F-7

<PAGE>


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

                  The discussion contained herein contains "forward-looking
statements" that involve risk and uncertainties. These statements may be
identified by the use of terminology such as "believes," "expects," "may,"
"should" or anticipates" or expressing this terminology negatively or similar
expressions or by discussions of strategy. The cautionary statements made in
this Form 10QSB should be read as being applicable to all related
forward-looking statements wherever they appear in this Form 10QSB. Our actual
results could differ materially from those discussed in this report.

Generally.

                  The Company currently has no assets or operations. Since March
31, 1997, we have been in the developmental stage and have had no operations. We
originally had intended to time share a single family dwelling house in the Rum
Cay area of the Bahamas, offering a one-twelfth fractional interest. As at March
31, 1997, all funds raised by our sale of shares of common stock in order to
fulfill our initial intended objectives had been expended. At that time, we were
unable to locate a suitable beachfront vacation home, at a proper cost with
available financing and we decided not to further pursue our business concept
and we become dormant.

                   As of the date hereof, the Company can be defined as a
"shell" company, whose sole purpose is to locate and consummate a merger or
acquisition with another public entity or a private entity. We do not consider
ourselves as a blank-check nor blind pool company.

Plan of Operation.

                  The Company intends to seek to acquire assets or shares of an
entity actively engaged in business that generates revenues in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition.


                                      -2-


<PAGE>


                  The Securities and Exchange Commission has adopted a rule
(Rule 419) which defines a blank-check company as (i) a development stage
company, that is (ii) offering penny stock, as defined by Rule 3a51-1, and (iii)
that has no specific business plan or purpose or has indicated that its business
plan is engage in a merger or acquisition with an unidentified company or
companies. We have been informed that the Securities and Exchange Commission
position is that the securities issued by all blank check companies that are
issued in unregistered offerings must be registered with the Commission before
resale. At the time that our shareholders acquired our stock in 1996, we had a
specific business plan and purpose. In addition, Rule 419 is applicable only if
a registration statement is filed covering an offering of a penny stock by a
blank check company. We have not filed a registration statement.

                  In addition, since we had a specific business plan and purpose
at the time that our shareholders acquired our stock, we are not deemed to be a
so-called "blind pool" company, a company that has a detailed plan of business
that involves the acquisition of unidentified properties in a specific industry.

                  We have been informed that the Securities and Exchange
Commission is considering whether to propose amendments to the Form 8-S and the
Form 8-K for shell companies like us. The proposed amendments could expand the
definition of a shell company to be broader than a company with no or nominal
operations/assets or assets consisting of cash and cash equivalents, the
amendments may prohibit the use of a From S-8 (a form used by a corporation to
register securities issued to an employee, director, officer, consultant or
advisor, under certain circumstances), and may revise the Form 8-K to require a
shell company to include current Form 10 or Form 10-SB information, including
audited financial statements, in the filing on Form 8-K that the shell company
files to report the acquisition of the business opportunity.

Financial Condition.

                  Our auditor's going concern opinion for prior year ended and
the notation in the financial statements indicate that we do not have
significant cash or other material assets and that we are relying on advances
from stockholders, officers and directors to meet limited operating expenses. We
do not have sufficient cash or other material assets or do we have sufficient
operations or an established source of revenue to cover our operational costs
that would allow us to continue as a going concern. We are insolvent in that we
are unable to pay our debts in the ordinary course of business as they become
due.


                                      -3-


<PAGE>


Liquidity and Operational Results.

                  The Company has no current operating history and does not have
any revenues or earnings from operations. The Company has no assets or financial
resources. The Company will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss that
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is no assurance that
the Company can identify such a business opportunity and consummate such a
business combination.

                  The Company is dependent upon its officers to meet any de
minimis costs that may occur. Christina Escobedo, an officer and director of the
Company, has agreed to provide the necessary funds, without interest, for the
Company to comply with the Securities Exchange Act of 1934, as amended; provided
that She is an officer and director of the Company when the obligation is
incurred. All advances are interest-free.

Liquidity.

                  As of June 30, 2002, we had total liabilities of $32,386 and
we had a negative net worth of $32,386. As of December 31, 2001, we had total
liabilities of $29,755 and a negative net worth of $29,755.

                  We have had no revenues from inception through December 31,
2001 and we had no revenues for the period ended June 30, 2002. We have a loss
from inception through December 31, 2001 of $31,855 and a loss from inception
through June 30, 2002 of $32,386 or an increase for the first quarter of
$2,631.

                  We have officer's advances of $29,670 from inception to March
31, 2002. The officer's advances as of December 31, 2001 were $29,670. Our
accounts payable increased from $85 as of December 31, 2001 to $2,716 as of
June 30, 2002 or an increase for the current quarter of $2,631.


                                      -4-


<PAGE>


ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

                   The Company has not considered nor conducted any research
concerning qualitative and quantitative market risk.

ITEM 4.  EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES.

                  Based on an evaluation of our disclosure controls and
procedures as of the end of the period covered by this Form 10QSB (and the
financial statements contained in the report), our president and treasurer have
determined that the our current disclosure controls and procedures are
effective.

                  There have not been any changes in our internal control over
financial reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act) or any other factors during the quarter covered by this report,
that have materially affected, or are reasonably likely to materially affect
our internal control over financial reporting.


                                     PART II

                                OTHER INFORMATION

Item 1 - Legal Proceedings .................................................None

Item 2 - Changes in the Rights of the Company's
         Security Holders ..................................................None

Item 3 - Defaults by the Company on its
         Senior Securities .................................................None

Item 4 - Submission of Matter to Vote of Security
         Holders ...........................................................None

Item 5 - Other Information

Board Meeting.

                  Our board held no meetings during the period covered by this
current report.


                                      -5-


<PAGE>


Audit Committee.

                  Our board of directors has not established an audit committee.
In addition, we do not have any other compensation or executive or similar
committees. We will not, in all likelihood, establish an audit committee until
such time as the Company generates a positive cash flow of which there can be no
assurance. We recognize that an audit committee, when established, will play a
critical role in our financial reporting system by overseeing and monitoring
management's and the independent auditors' participation in the financial
reporting process. At such time as we establish an audit committee, its
additional disclosures with our auditors and management may promote investor
confidence in the integrity of the financial reporting process.

                  Until such time as an audit committee has been established,
the full board of directors will undertake those tasks normally associated with
an audit committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, and (ii)
discussions with the independent auditors the matters required to be discussed
by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or
supplemented.

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

                  There were no reports on Form 8-K filed during the quarter for
which this report is filed. The following exhibits are filed with this report:

                  31.1 Certification of Chief Executive Officer.

                  31.2 Certification of Chief Financial Officer.

                  32.1 Section 906 Certification.

                  32.2 Section 906 Certification.


                                      -6-


<PAGE>


                                   SIGNATURES


                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



Dated:  June 10, 2004               HAWKSDALE FINANCIAL VISIONS, INC.


                                   By: /s/ CHRISTINA ESCOBEDO
                                           _____________________________________
                                           Christina Escobedo
                                           President and Chief Executive Officer
                                           and Director

                                   By: /s/ THOMAS STANLEY BABCOCK
                                           _____________________________________
                                           Thomas Stanley Babcock
                                           Treasurer and Chief Financial Officer
                                           and Director

                                   By: /s/ TRICIA A. WILLIS
                                           _____________________________________
                                           Tricia A. Willis
                                           Director


                                      -7-