<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------

                                   FORM 10-QSB

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

                  For the quarterly period ended June 18, 1997

  ----    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: 0-22786




                          TIMBER LODGE STEAKHOUSE, INC.

        (Exact Name of Small Business Issuer as Specified in Its Charter)

          Minnesota                                           41-1810126
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                            4021 Vernon Avenue South
                         St. Louis Park, Minnesota 55416
                    (Address of Principal Executive Offices)

                                 (612) 929-9353
                (Issuer's Telephone Number, Including Area Code)




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

                            X     Yes                 No
                          ----                  ----

     As of June 1, 1997 there were outstanding 3,598,581 shares of the 
issuer's Common Stock, $.01 par value per share.

<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

                                     PART I

ITEM 1.   FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . .    1

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . .    5


                                     PART II

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . .    7

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   S-1

                                        i

<PAGE>

                            PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             TIMBER LODGE STEAKHOUSE, INC.
                                   BALANCE SHEETS
                                     (unaudited)

<TABLE>
<CAPTION>
                                                                             JUNE 18,          JANUARY 1,
                                                                               1997               1997
                                                                         --------------     --------------
<S>                                                                      <C>                <C>
ASSETS

Current assets:
   Cash and cash equivalents . . . . . . . . . . . . . . . . . .         $    599,214       $  1,178,373 
   Accounts receivable . . . . . . . . . . . . . . . . . . . . .              228,209            136,576 
   Inventory . . . . . . . . . . . . . . . . . . . . . . . . . .              229,373            203,268 
   Pre-opening costs . . . . . . . . . . . . . . . . . . . . . .              331,556            168,933 
   Deferred tax assets . . . . . . . . . . . . . . . . . . . . .               64,300             64,300 
   Prepaid expenses and other current assets . . . . . . . . . .              610,628            366,240 
                                                                         --------------     --------------
      Total current assets . . . . . . . . . . . . . . . . . . .            2,063,280          2,117,690 
                                                                 
Property and equipment, net. . . . . . . . . . . . . . . . . . .           11,957,594         10,970,370 
Note receivable, related party . . . . . . . . . . . . . . . . .              346,000            396,000 
Deferred tax assets. . . . . . . . . . . . . . . . . . . . . . .               23,200             23,200 
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .              193,469            190,182 
                                                                         --------------     --------------
      Total assets . . . . . . . . . . . . . . . . . . . . . . .        $  14,583,543      $  13,697,442 
                                                                         --------------     --------------
                                                                         --------------     --------------
                                                                 
LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                 
Current liabilities:
   Accounts payable. . . . . . . . . . . . . . . . . . . . . . .         $  1,197,148       $  1,127,673 
   Short-term borrowing. . . . . . . . . . . . . . . . . . . . .              968,425                 -- 
   Accrued salaries and wages. . . . . . . . . . . . . . . . . .              341,096            262,346 
   Sales tax payable . . . . . . . . . . . . . . . . . . . . . .               90,594            136,327 
   Gift certificates payable . . . . . . . . . . . . . . . . . .              222,442            535,997 
   Income tax payable. . . . . . . . . . . . . . . . . . . . . .               81,508            295,690 
   Accrued expenses and other liabilities. . . . . . . . . . . .               27,271             97,569 
                                                                         --------------     --------------
      Total current liabilities. . . . . . . . . . . . . . . . .            2,928,484          2,455,602 
                                                                 
Deferred rent. . . . . . . . . . . . . . . . . . . . . . . . . .            1,200,283          1,248,224 
                                                                         --------------     --------------
      Total liabilities. . . . . . . . . . . . . . . . . . . . .            4,128,767          3,703,826 
                                                                 
Shareholders' equity:
   Common stock, $0.01 par value:
      Authorized shares -- 10,000,000
      Issued shares -- 3,598,581 at June 18, 1997 and
      3,566,833 at January 1, 1997 . . . . . . . . . . . . . . .               35,986             35,668 
   Additional paid-in capital. . . . . . . . . . . . . . . . . .            8,811,158          8,793,814 
   Retained earnings . . . . . . . . . . . . . . . . . . . . . .            1,607,632          1,164,134 
                                                                         --------------     --------------
      Total shareholders' equity . . . . . . . . . . . . . . . .           10,454,776          9,993,616 
                                                                         --------------     --------------
Total liabilities and shareholders' equity . . . . . . . . . . .        $  14,583,543      $  13,697,442 
                                                                         --------------     --------------
                                                                         --------------     --------------
</TABLE>

                             See accompanying notes to the financial statements
                                                     1

<PAGE>

                                TIMBER LODGE STEAKHOUSE, INC.
                                  STATEMENTS OF OPERATIONS
                                        (unaudited)

<TABLE>
<CAPTION>

                                                                     TWELVE WEEKS ENDED                 TWENTY-FOUR WEEKS ENDED
                                                               JUNE 18,            JUNE 19,           JUNE 18,           JUNE 19,
                                                                1997                1996               1997               1996
                                                         ----------------     ---------------    --------------      --------------
<S>                                                      <C>                  <C>                <C>                 <C>


Net sales. . . . . . . . . . . . . . . . . . . . .        $  5,921,684        $  4,736,133       $  11,135,992       $  9,016,848 


Costs and expenses:
   Food and beverage costs . . . . . . . . . . . .           2,243,330           1,794,835           4,170,498          3,415,890 
   Labor and benefits costs. . . . . . . . . . . .           1,719,379           1,357,366           3,192,967          2,577,634 
   Restaurant operating expenses . . . . . . . . .             578,297             444,118           1,116,727            875,434 
   Occupancy costs . . . . . . . . . . . . . . . .             590,332             525,908           1,160,635            939,707 
                                                         ----------------     ---------------    --------------      --------------
      Restaurant costs and expenses. . . . . . . .           5,131,338           4,122,227           9,640,827          7,808,665 
                                                         ----------------     ---------------    --------------      --------------

Restaurant operating income. . . . . . . . . . . .             790,346             613,906           1,495,165          1,208,183 

General and administrative . . . . . . . . . . . .             375,754             272,666             715,290            536,542 
Amortization of pre-opening costs. . . . . . . . .              58,274              59,019             134,900            117,260 
                                                         ----------------     ---------------    --------------      --------------
   Operating income. . . . . . . . . . . . . . . .             356,318             282,221             644,975            554,381 

Interest expense . . . . . . . . . . . . . . . . .              28,909               3,025              48,250              4,538 
Interest and other (income) expense. . . . . . . .             (17,205)            (21,667)            (36,773)           (45,188)
                                                         ----------------     ---------------    --------------      --------------
Income before income taxes . . . . . . . . . . . .             344,614             300,863             633,498            595,031 
   Income taxes. . . . . . . . . . . . . . . . . .             103,300              65,050             190,000            123,950 
                                                         ----------------     ---------------    --------------      --------------
Net income . . . . . . . . . . . . . . . . . . . .          $  241,314          $  235,813          $  443,498         $  471,081 
                                                         ----------------     ---------------    --------------      --------------
                                                         ----------------     ---------------    --------------      --------------
Net income per share . . . . . . . . . . . . . . .               $0.07               $0.07               $0.12              $0.13 
                                                         ----------------     ---------------    --------------      --------------
                                                         ----------------     ---------------    --------------      --------------
Weighted average number of common and
   common equivalent shares outstanding. . . . . .           3,668,229           3,572,500           3,661,122          3,573,712 
                                                         ----------------     ---------------    --------------      --------------
                                                         ----------------     ---------------    --------------      --------------
</TABLE>

                              See accompanying notes to the financial statements
                                                       2

<PAGE>

                                    TIMBER LODGE STEAKHOUSE, INC.
                                      STATEMENTS OF CASH FLOWS
                                             (unaudited)

<TABLE>
<CAPTION>

                                                                                 TWENTY-FOUR WEEKS ENDED
                                                                               JUNE 18,           JUNE 19, 
                                                                                1997               1996
                                                                           --------------     --------------
<S>                                                                        <C>                <C>

OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .           $  443,498         $  471,081 
Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation . . . . . . . . . . . . . . . . . . . . . . .              481,867            368,184 
      Amortization . . . . . . . . . . . . . . . . . . . . . . .              134,900            139,031 
      Deferred rent. . . . . . . . . . . . . . . . . . . . . . .              (47,941)           367,227 
      Changes in operating assets and liabilities:
         Receivables . . . . . . . . . . . . . . . . . . . . . .              (91,633)          (158,532)
         Inventories . . . . . . . . . . . . . . . . . . . . . .              (26,105)              (526)
         Pre-opening costs . . . . . . . . . . . . . . . . . . .             (295,723)           (97,031)
         Prepaid expenses and other current assets . . . . . . .             (244,388)           (21,877)
         Accounts payable. . . . . . . . . . . . . . . . . . . .               69,475             60,611
         Accrued salaries and wages. . . . . . . . . . . . . . .               78,750             51,866
         Sales tax payable . . . . . . . . . . . . . . . . . . .              (45,733)           (13,646)
         Gift certificates payable . . . . . . . . . . . . . . .             (313,555)          (163,229)
         Income taxes payable. . . . . . . . . . . . . . . . . .             (214,182)            56,350 
         Other accrued expenses. . . . . . . . . . . . . . . . .              (70,298)             9,593 
                                                                           --------------     --------------
Net cash provided by (used in) operating activities. . . . . . .             (141,068)         1,069,102 

INVESTING ACTIVITIES
Purchases of property and equipment. . . . . . . . . . . . . . .           (1,469,091)        (1,432,652)
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .               (5,087)            12,648 
                                                                           --------------     --------------
Net cash used in investing activities. . . . . . . . . . . . . .           (1,474,178)        (1,420,004)

FINANCING ACTIVITIES
Proceeds from short-term borrowings. . . . . . . . . . . . . . .              968,425            100,000 
Exercise of stock options. . . . . . . . . . . . . . . . . . . .               24,975                 -- 
Common stock repurchased . . . . . . . . . . . . . . . . . . . .               (7,313)           (10,100)
                                                                           --------------     --------------
Net cash provided by financing activities. . . . . . . . . . . .            1,036,087             89,900 

Net decrease in cash and cash equivalents. . . . . . . . . . . .             (579,159)          (261,002)
Cash and cash equivalents at beginning of year . . . . . . . . .            1,178,373          2,020,096 
                                                                           --------------     --------------
Cash and cash equivalents at end of period . . . . . . . . . . .           $  599,214       $  1,759,094 
                                                                           --------------     --------------
                                                                           --------------     --------------

</TABLE>

                            See accompanying notes to the financial statements
                                                    3

<PAGE>

                                     TIMBER LODGE STEAKHOUSE, INC.
                                NOTES TO CONDENSED FINANCIAL STATEMENTS
                                           JUNE 18, 1997
                                            (unaudited)



1.   BASIS OF PRESENTATION

     In the opinion of management, the accompanying condensed Financial 
Statements contain all normal recurring adjustments necessary for a fair 
presentation.  The results of operations for the twenty-four week period 
ended June 18, 1997 are not necessarily indicative of the results to be 
expected for the full year.

     The significant accounting policies followed by the Company are set 
forth in the Notes to Financial Statements in the Company's 1996 Annual 
Report and Form 10-KSB filed with the Securities and Exchange Commission.  
These condensed Financial Statements should be read in conjunction with the 
Financial Statements in the 1996 Annual Report and Form 10-KSB.

2.   NET INCOME PER SHARE

     The net income per share is computed using the weighted average number 
of shares of common stock equivalents, outstanding during the periods 
presented.

     In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, EARNINGS PER SHARE, which is required to be adopted on 
December 31, 1997. At that time, the Company will be required to change the 
method currently used to compute earnings per share and to restate all prior 
periods.  Under the new requirements for calculating primary earnings per 
share, the dilutive effect of stock options will be excluded.  The impact of 
Statement 128 on the calculation of primary and fully diluted earnings per 
share for these quarters is not expected to be material.

3.   RECLASSIFICATION

     Certain prior year items have been reclassified to conform with the 
current year presentation.

                                    4

<PAGE>

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

     The following table sets forth the percentage relationship to net sales 
of certain items included in the Company's statements of operations.

<TABLE>
<CAPTION>
                                                                      TWELVE WEEKS ENDED                   TWENTY-FOUR WEEKS ENDED
                                                               -------------------------------         -----------------------------
                                                                 JUNE 18,            JUNE 19,            JUNE 18,          JUNE 19,
                                                                  1997                1996                1997              1996
                                                               ----------          -----------         -----------       -----------
<S>                                                            <C>                 <C>                 <C>               <C>
Net sales. . . . . . . . . . . . . . . . . . . . .               100.0%              100.0%              100.0%            100.0%

Costs and expenses:
     Food and beverage costs . . . . . . . . . . .                37.9                37.9                37.5              37.9
     Labor and benefits costs. . . . . . . . . . .                29.0                28.7                28.7              28.6
     Restaurant operating expenses . . . . . . . .                 9.8                 9.4                10.0               9.7
     Occupancy costs . . . . . . . . . . . . . . .                10.0                11.0                10.4              10.4
                                                               ----------          -----------         -----------       -----------
          Restaurant costs and expenses. . . . . .                86.7                87.0                86.6              86.6
                                                               ----------          -----------         -----------       -----------
Restaurant operating income. . . . . . . . . . . .                13.3                13.0                13.4              13.4

General and administrative . . . . . . . . . . . .                 6.3                 5.8                 6.4               6.0
Amortization of pre-opening costs. . . . . . . . .                 1.0                 1.2                 1.2               1.3
                                                               ----------          -----------         -----------       -----------
    Operating income . . . . . . . . . . . . . . .                 6.0                 6.0                 5.8               6.1

Interest expense . . . . . . . . . . . . . . . . .                 0.5                 0.1                 0.4               0.0
Interest and other (income)/expense. . . . . . . .                (0.3)               (0.5)               (0.3)             (0.5)
                                                               ----------          -----------         -----------       -----------
Income before income taxes . . . . . . . . . . . .                 5.8                 6.4                 5.7               6.6

     Income taxes. . . . . . . . . . . . . . . . .                 1.7                 1.4                 1.7               1.4
                                                               ----------          -----------         -----------       -----------
Net income . . . . . . . . . . . . . . . . . . . .                 4.1%                5.0%                4.0%              5.2%
                                                               ----------          -----------         -----------       -----------
                                                               ----------          -----------         -----------       -----------
Number of restaurants
open at end of period. . . . . . . . . . . . . . .                  14                  11

</TABLE>



TWELVE WEEKS ENDED JUNE 18, 1997, COMPARED TO TWELVE WEEKS ENDED JUNE 19, 1996.

     NET SALES.   Total sales for the twelve weeks ending June 18, 1997 
increased 25.0% to $5,921,684 compared to $4,736,133 for the same period last 
year.  The increase is attributable to the four new restaurants opened since 
the beginning of the second quarter of fiscal 1996.  Same store sales, for 
stores open at least 18 months, were up 4.8%.  This increase is due primarily 
to radio advertising in most markets.

                                        5

<PAGE>

     COSTS AND EXPENSES.   Cost of restaurant sales, consisting of food and 
beverage costs, were even with last year at 37.9% as a percent of net sales. 
Some cost reduction menu changes have been integrated that in aggregate 
offset an increase in commodity prices of beef and seafood.

     Labor and related benefit costs increased .3% to 29.0% compared to 28.7% 
for the same period last year.  Hourly labor productivity gains were achieved 
during the quarter but were offset by an increase in health insurance costs 
as more employees entered the Company's program and by an increase in payroll 
related taxes.

     Restaurant operating expenses include all other unit-level costs, the 
major components of which are rents, real estate taxes, utilities, store 
supplies, repairs and maintenance and other related occupancy costs.  
Restaurant operating expenses and occupancy costs combined decreased .6% to 
19.8% of net sales compared to 20.4% for the same period last year.  The 
decrease is attributable primarily to lower rent expense as the Company's two 
newest restaurants have no building and no land and building rent associated 
with them respectively.

     GENERAL AND ADMINISTRATIVE EXPENSES.   General and administrative 
expenses increased .5% to 6.3% of net sales compared to 5.8% for the same 
period last year.  This increase is attributable to an increase in radio 
advertising expenditures in the Company's markets during the quarter.

     AMORTIZATION OF PRE-OPENING COSTS.   Amortization of pre-opening costs 
decreased to 1.0% of net sales compared to 1.2% for the same period last 
year. The decrease is attributable to amortizing the pre-opening costs for 
the two new restaurants compared to three new restaurants for the same 
quarter last year. The Company amortizes pre-opening costs for new 
restaurants over a twelve month period commencing with the first full period 
after the restaurant's opening.

     INTEREST AND OTHER INCOME.   Interest was paid on short term borrowings 
via a line of credit and construction loan the Company has with a local bank. 
The increase in short term borrowings was used to meet the Company's working 
capital needs and funding construction of the Company's new St. Cloud, 
Minnesota restaurant.

     Interest income was earned on marketable securities and a promissory 
note related to the Q. Cumbers sale.  Interest expense for the quarter was 
$28,909 compared to $3,025 for the same period last year.  Interest and other 
income in aggregate was $17,205 for the quarter compared to $21,667 for the 
same period last year.

     PROVISION FOR INCOME TAXES.   The Company's effective tax rate is 
estimated at 30% compared to 20% for the same period last year.  The increase 
in the effective tax rate is a result of the Company receiving refunds of 
taxes previously provided for in 1996.  The company's tax rate is impacted by 
tax credits for FICA tax paid on tips received by restaurant employees.

     NET INCOME.   The Company's net income was $241,314 or $.07 per share 
compared to $235,813 or $.07 per share for the same period last year.

                                        6

<PAGE>

TWENTY-FOUR WEEKS ENDED JUNE 18, 1997, COMPARED TO TWENTY-FOUR WEEKS ENDED 
JUNE 19, 1996.

     NET SALES.  Total sales for twenty-four weeks ending June 18, 1997 
increased 23.5% to $11,135,992 compared to $9,016,848 for the same period 
last year.  The increase is attributable to opening five new restaurants 
since the beginning of 1996.  Same store sales for stores open at least 18 
months were up 4.4% year-to-date 1997.

     COSTS AND EXPENSES.   Cost of restaurant sales consisting of food and 
beverage decreased .4% to 37.5% compared to 37.9% for the same period last 
year. The Company experienced lower produce costs in 1997 vs. last year that 
offset an increase in beef prices in 1997.

     Labor and related benefit costs were 28.7% as a percentage of sales 
compared to 28.6% for the same period last year.  Labor productivity 
improvements were achieved year-to-date commensurate with the same store 
sales increase but were offset by an increase in payroll related taxes and 
benefit costs.

     Restaurant operating expenses and occupancy costs combined were 20.4% 
year-to-date compared to 20.1% for the same period last year.  The increase 
is attributable to an increase in costs of store maintenance year-to-date.

     GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative 
expenses increased .4% to 6.4% of net sales compared to 6.0% for the same 
period last year.  This increase is due to the higher level costs of 
television and radio advertising year-to-date compared to the same period 
last year.

     AMORTIZATION OF PRE-OPENING COSTS.  Amortization of pre-opening costs 
decreased to 1.2% of sales compared to 1.3% for the same period last year.

     INTEREST EXPENSE AND OTHER INCOME.  Interest was paid on short term 
borrowings via a line of credit and construction loan the Company has with a 
local bank.  Short term borrowings were used to meet working capital needs 
while interest was paid on equipment financing agreements and a construction 
loan to build a new restaurant.

     Interest income was earned on marketable securities and a promissory 
note related to the Q. Cumbers sale.  Interest expense year-to-date was 
$48,250 compared to $4,538 for the same period last year.  Interest and other 
income in aggregate was $36,773 year-to-date compared to $43,188 for the same 
period last year.  Interest income decreased from 1996 as income earned on 
marketable securities was lower due to a reduction in invested cash used to 
fund new restaurant development.

     PROVISION FOR INCOME TAXES.  The Company's effective tax rate is 
estimated at 30% compared to a 20% rate for same period last year.

     NET INCOME.  The Company's net income year-to-date was $443,498 or $.12 
per share compared to $471,081 or $.13 for the same period last year.

                                        7

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Historically, the Company has leased its restaurant sites under 
non-cancelable leases for periods of six to twenty years, with renewal 
options of between three and ten years.  The Company plans to continue 
leasing sites for expansion in the foreseeable future.

     Cash used in operating activities was $141,068 compared to cash provided 
of $1,069,102 for the same period last year.  The Company had net working 
capital deficit of ($865,204) at June 18, 1997 compared to a deficit of 
($337,912) at January 1, 1997.  The decrease in working capital is a result 
of utilizing existing cash to fund new restaurant development.  The Company 
has a $500,000 bank line of credit which it has used to fund short-term cash 
needs.  The Company also has a $1,375,000 construction loan to fund the 
construction of a new restaurant.  At the end of first quarter 1997 these 
lines had an outstanding balance of $968,425.  This balance is planned to be 
paid down in subsequent quarters.  Most of the Company's sales are paid by 
cash or credit card and the Company generally receives 30 days credit from 
trade suppliers.

     The Company currently intends to focus its expansion on steakhouse 
restaurants and estimates that the average costs of developing a new 
steakhouse restaurant to be approximately $1,200,000.  The actual cost will 
vary depending on the size of the restaurant, the amount of landlord 
contributions, if any, and whether extensive renovation or remodeling is 
required.  Pre-opening costs, primarily labor, advertising, travel and other 
costs related to the three new steakhouses opened in 1996 were $119,000 per 
restaurant.  Expenses for new restaurants opening in the future are expected 
to be lower as training and general start-up efficiencies are achieved from 
the Company opening additional restaurants in markets away from Minnesota.

     The Company believes that cash generated from operations and funds 
available under its line of credit will be sufficient to fund operations for 
at least the next twelve months.

                           PART II - OTHER INFORMATION

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

     (a)  Exhibits:

                    Exhibit No.                        Exhibit
                    -----------                        -------

                       11.1             Statement Regarding Computation of Per
                                        Share Earnings.(1)

     (b)  No reports on Form 8-K have been filed during the quarter for which
          this report was filed.

---------------
(1)  See Financial Statements -- Statements of Income.


                                        8

<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.

                                   TIMBER LODGE STEAKHOUSE, INC.


Date:  August 1, 1997              By: /s/ Dermot F. Rowland     
                                      ----------------------------------
                                       Dermot F. Rowland
                                       Its:  Chief Executive Officer



Date:  August 1, 1997              By: /s/ Peter S. Bedzyk       
                                      ----------------------------------
                                       Peter S. Bedzyk
                                       Its:  President


                                       S-1