FORM 10-QSB/A-1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

          (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, 1997
                                                        or
          [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE EXCHANGE ACT

                For the transition period from               to
                                               -----------       -----------
                Commission file number  0-24610
                                        ------------------------------------

                            GOLD CAPITAL CORPORATION
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           COLORADO                                              84-1251798
 --------------------------------                           ------------------
   (State or other jurisdiction                              (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

                         5525 Erindale Drive, Suite 201
                        Colorado Springs, Colorado 80918
                     --------------------------------------
                    (Address of principal executive offices)

                                 (719) 260-8509
                            -------------------------
                           (Issuer's telephone number)

              -----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since lastreport)

     Check  whether  the issuer (1) 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.
                              
                                   Yes  X          No
                                       ----           ----

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

         Class                                Outstanding as of August 11, 1997
  --------------------------                  ---------------------------------

Common Stock, $0.0001 par value                            9,073,653


<PAGE>


GOLD CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)                        

Consolidated Balance Sheet
June 30, 1997 (unaudited)


ASSETS
CURRENT ASSETS, Cash                                               $     48,647

PROPERTY, PLANT AND EQUIPMENT
  Milling, plant and production equipment                             7,234,110
  Buildings                                                           2,232,963
  Vehicles and trailers, net of depreciation                            145,005
  Property development and mineral claim costs                        3,202,727
                                                                   ------------
                                                                     12,814,805
                                                                   ------------
OTHER ASSETS
  Prepaid royalties                                                     694,604
  Deposits                                                               42,541
                                                                   ------------
                                                                        737,145
                                                                   ------------

                                                                   $ 13,600,597
                                                                   ============


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued expenses                            $    560,507
  Accrued interest-TSVLP                                                 52,246
  Note payable-TSVLP, current portion                                   550,000
  Advances payable-Royalstar Resources                                  893,474
  Note payable-Globex                                                 1,198,248
  Other obligations, net                                                140,295
                                                                   ------------
                                                                      3,394,770


NOTE PAYABLE-TSVLP, LONG-TERM                                           639,644
RECLAMATION RESERVE                                                   1,469,900
MINORITY INTEREST IN JOINT VENTURE                                    2,435,178
                                                                   ------------
                                                                      7,939,492
                                                                   ------------

STOCKHOLDERS' EQUITY
  Common stock $.0001 par value; 25,000,000 shares
    authorized; 9,073,653 shares issued and
    outstanding                                                             922
  Additional paid-in capital                                          9,973,741
  Deficit accumulated during development stage                       (4,313,558)
                                                                   ------------
                                                                      5,661,105
                                                                   ------------

                                                                   $ 13,600,597
                                                                   ============


          See accompanying notes to consolidated financial statements.



                                        2

<PAGE>


GOLD CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)

Consolidated  Statement of Operations  for the Three and Six Month Periods Ended
June 30,  1997 and 1996,  and  December  10, 1993  (inception)  to June 30, 1997
(unaudited)
<TABLE>
<CAPTION>

                                                                                                         For the
                                                                                                       Period from
                                                                                                        December
                                   Three Months Ended                    Six Months Ended              10, 1993 to
                                 June 30,        June 30,           June 30,          June 30,           June 30,
                                  1997             1996               1997              1996              1997
                               ----------       -----------        ----------        ----------        ----------

<S>                            <C>               <C>               <C>               <C>               <C> 
Costs and expenses:
  General and
   administrative              $   99,855        $  168,927        $  168,877        $  280,630        $1,696,985
  Property maintenance             93,287           177,354           200,538           389,426         1,654,095
  Write off of mineral
   claims                            --                --                --                --             167,077
  Interest expense, net            74,567            68,351           142,621           124,709           795,401
                               ----------        ----------        ----------        ----------        ----------

Net loss                       $  267,709        $  414,632        $  512,036        $  794,765        $4,313,558
                               ==========        ==========        ==========        ==========        ==========

Preferred stock dividend             --                --                --                --             517,500
                               ----------        ----------        ----------        ----------        ----------

Net loss applicable to
common shareholders            $  267,709        $  414,632        $  512,036        $  794,765        $4,831,058
                               ==========        ==========        ==========        ==========        ==========

Net loss per common
share                          $     0.03        $     0.09        $     0.06        $     0.16
                               ==========        ==========        ==========        ==========

Weighted average of
common shares
outstanding                     9,073,653         5,042,514         9,073,653         5,042,514
                               ==========        ==========        ==========        ==========






                            See accompanying notes to consolidated financial statements.

                                                          3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

GOLD CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
From December 10, 1993 (Inception) to June 30, 1997 (unaudited)
                                                                                                                 
                                                                                                                         Deficit
                                                                                                                      Accumulated
                             Common Stock Subscribed      Preferred Stock            Common Stock      Additional       During
                             -----------------------     -----------------         ----------------      Paid-In      Development
                               Shares      Amount        Shares     Amount         Shares    Amount      Capital         Stage
                              -------     -------        ------     ------         ------    ------      -------         ------

<S>                            <C>       <C>            <C>        <C>             <C>      <C>         <C>            <C>    
December 10, 1993
(Inception)                      --      $   --             --     $    --            --     $   --     $      --      $      --

Issuance of stock to
officers for cash,
December 22, 1993,
$.04/share                       --          --             --          --         300,000         30        11,970           --

Issuance of Series A
Convertible Preferred
Stock for mining
properties, at
$10.00/share                     --          --          300,000       3,000          --         --       2,997,000           --

Common stock subscribed
by officers and
affiliates, $1.00/share       200,000          20           --          --            --         --         199,980           --
                          -----------    --------    -----------   ---------   -----------   --------   -----------    -----------

December 31, 1993             200,000    $     20        300,000   $   3,000       300,000   $     30   $ 3,208,950     $        0

Issuance of stock
for cash, $1.00/share        (200,000)        (20)          --          --       1,350,000        135     1,134,285           --

Issuance of stock
for cash, $2.00/share            --          --             --          --         248,396         25       483,499           --

Issuance of stock as
dividend on Series A
Convertible Preferred
Stock, $2.11/share               --          --             --          --         127,702         13           (13)          --

Net loss                         --          --             --          --            --         --            --         (556,360)
                          -----------    --------    -----------   ---------   -----------   --------   -----------    -----------

December 31, 1994                   0    $     0        300,000    $   3,000     2,026,098   $    203   $ 4,826,721    $  (556,360)


continued on next page

                                                                     4

<PAGE>

GOLD CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
From December 10, 1993 (Inception) to June 30, 1997, continued

                                                                                                                 
                                                                                                                         Deficit 
                                                                                                                      Accumulated
                             Common  Stock Subscribed      Preferred Stock           Common Stock       Additional       During
                             ------------------------    -------------------       -----------------      Paid-In      Development
                               Shares      Amount        Shares       Amount       Shares     Amount      Capital         Stage
                              -------     -------        ------       ------       ------     ------      -------         ------

<S>                            <C>        <C>          <C>          <C>          <C>         <C>         <C>           <C>

Balance, December 31, 1994           0          0       300,000          3,000    2,026,098  $   203     $4,826,721      $(556,360)

Issuance of stock for cash,
$1.00/share (net of
issuance cost)                    --         --            --             --      2,776,100      278     2,770,822           --

Issuance of stock to
short-term lender,
$1.00/share                       --         --            --             --          2,500     --           2,500           --

Exercise of stock option
for cash, $1.00/share             --         --            --             --         75,000        8        74,992           --

Issuance of stock for
legal fees, $1.00/share           --         --            --             --         15,000        1        14,999           --

Issuance of stock as
dividend on Series A
Convertible Preferred
Stock, $1.67/share                --         --            --             --        147,816       15           (15)          --

Net loss                          --         --            --             --           --       --            --       (1,638,830)
                              --------   --------   -----------    -----------  -----------  -------   -----------    -----------

December 31, 1995                    0   $      0       300,000    $     3,000    5,042,514  $   505   $ 7,690,019    $(2,195,190)

Issuance of stock in
conversion of accounts
payable to affiliates,
$1.00/share                       --         --            --             --      2,281,139      242     2,280,897           --

Conversion of Preferred
Stock into Common Stock,
$1.72/share                       --         --        (300,000)        (3,000)   1,750,000      175         2,825           --

Net loss                          --         --            --             --           --       --            --       (1,606,332)
                              --------   --------   -----------    -----------  -----------  -------   -----------    -----------

December 31, 1996                 --     $      0             0    $         0    9,073,653  $   922   $ 9,973,741    $(3,801,522)


continued on next page

                                                                          5

<PAGE>


GOLD CAPITAL CORPORATION AND SUBSIDIARY
(A Development Stage Company)

Consolidated Statement of Stockholders' Equity
From December 10, 1993 (Inception) to June 30, 1997, continued

                                                                                                                
                                                                                                                        Deficit  
                                                                                                                      Accumulated
                            Common Stock Subscribed     Preferred Stock           Common Stock       Additional       During
                            -----------------------  -------------------       -------------------       Paid-In      Development
                               Shares    Amount      Shares       Amount       Shares       Amount       Capital         Stage
                              -------   -------      ------       ------       ------       ------       -------         ------

<S>                            <C>        <C>          <C>          <C>          <C>         <C>         <C>           <C>
Balance, December 31, 1996        --       --          --     $      --       9,073,653   $       175   $ 9,973,741   $(3,801,522)

Net loss                          --       --          --            --            --            --            --        (512,036)
                               -----    ------   ----------   -----------   -----------   -----------   -----------   -----------

Balance, June 30, 1997            --    $  --          --     $      --       9,073,653   $       175   $ 9,973,741   $ 4,313,558
                               ======   ======   ==========   ===========   ===========   ===========   ===========   ===========







                                      See accompanying notes to consolidated financial statements.



                                                                6
</TABLE>
 
<PAGE>
<TABLE>
<CAPTION>

GOLD  CAPITAL   CORPORATION   AND  SUBSIDIARY 
(A  Development   Stage  Company)
Consolidated Statements of Cash Flows (unaudited)


                                                                                           For the Period from
                                                         For The Six        For the Six     December 10, 1993
                                                         Months Ended       Months Ended     (Inception) to
                                                         June 30,             June 30,          June 30,
                                                             1997              1996              1997
                                                         ------------         ------            ------
<S>                                                      <C>               <C>                <C>   
Cash flows from operating activities:
  Interest income                                        $       881       $       543       $    18,212
  Cash paid to suppliers                                    (808,437)         (534,989)       (3,057,685)
                                                         -----------       -----------       ------------
    Cash used in operating activities                       (807,556)         (534,446)       (3,039,473)

Cash flows from investing activities:
  Capital expenditures                                       (32,527)         (304,533)       (2,726,516)
  Sale of surplus equipment, net                                --                --             630,000
  Investment in Argentina claims                                --                --            (167,077)
                                                         -----------       -----------       ------------
    Cash used in investing activities                        (32,527)         (304,533)       (2,263,593)

Cash flow from financing activities:
  Net advances from Royalstar                                   --             991,669         2,494,583
  Borrowings                                               1,198,248              --           1,352,542
  Funding of bank overdraft                                     --                --            (138,000)
  Cash received from sale of common stock                       --                --           4,676,024
  Obligations paid with common stock                            --                --            (423,080)
  Principal payments on note payable                        (311,432)          (76,844)       (2,610,356)
                                                         -----------       -----------       ------------
    Cash provided by financing activities                    886,816           914,825         5,351,713

Increase (decrease) in cash                                   46,733            75,846            48,647
Cash, beginning                                                1,914            11,028              --
                                                         -----------       -----------       ------------

Cash, ending                                             $    48,647       $    86,874       $    48,647
                                                         ===========       ===========       ============

Reconciliation of net loss to cash used
in operating activities:
  Net loss                                               $  (512,035)      $  (380,132)      $(4,313,557)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Amortization and depreciation                              8,196             4,741            36,838
    Interest expense                                         142,621            36,118           803,772
    Expenses paid with common stock                             --                --             514,293
    Write-off of investment in mineral claims                   --                --              70,789
    (Increase) decrease in other assets                     (166,780)            2,251          (765,143)
   Increase (decrease) in current liabilities                 20,442              (699)          453,133
      related to operations
    Increase (decrease) in liabilities, long-term           (300,000)         (196,725)          160,402
                                                         -----------       -----------       ------------

Net cash used in operating activities                    $  (807,556)      $  (534,446)      $(3,039,473)
                                                         ===========       ===========       ============


                                 See accompanying notes to consolidated financial statements.


                                                               7
</TABLE>

<PAGE>





         GOLD CAPITAL CORPORATION AND SUBSIDIARY
         (A Development Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

NOTE A    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------    ------------------------------------------

Gold Capital  Corporation (the "Company") was incorporated under the laws of the
state of Colorado on December 10, 1993 to engage in  development  of gold mining
projects.  The  consolidated  financial  statements  of the Company  include the
accounts  of the Company  and 100% of the assets and  liabilities  of the Tonkin
Springs  Project Joint Venture (the  "Venture") of which the Company holds a 60%
interest  and is the  manager.  The  Company's  activities  have been  primarily
limited to its formation,  obtaining financing,  acquisition of its interest  in
the Tonkin Springs Project mining properties and management of the Venture.  For
the period from inception to June 30, 1997, the Company had no revenue.

The balance sheet of the Company as of June 30, 1997,  results of operations for
the three and six months  ended June 30,  1997 and 1996,  and the cash flows for
the six month  periods  ended June 30, 1997 and 1996,  and inception to June 30,
1997,  have not been  examined  by  independent  certified  public  accountants.
However,  in the opinion of management,  the  accompanying  unaudited  financial
statements contain all necessary adjustments  consisting only of normal accruals
in order to make the financial statements not misleading.

The results of  operations  for the three and six month  periods  ended June 30,
1997 are not  necessarily  indicative of the results to be expected for the full
year.  These  financial  statements  should  be read  in  conjunction  with  the
Company's  consolidated  financial  statements for the period ended December 31,
1996  included in the  Company's  annual  report on Form  10-KSB  filed with the
Securities and Exchange  Commission,  as these financial statements omit certain
information required by generally accepted accounting principles.

The preparation of the Company's consolidated financial statements in conformity
with generally accepted accounting  principles requires the Company's management
to make  estimates  and  assumptions  that  affect  the  amounts  of assets  and
liabilities,  the 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.

NOTE B   CONTINUED OPERATIONS AND RECOVERABILITY OF MINING PROPERTIES AND
------   ----------------------------------------------------------------
EQUIPMENT
---------

In connection  with the merger  agreement  with Globex Mining  Enterprises  Inc.
("Globex"),  a publicly traded corporation organized and existing under the laws
of the Province of Quebec, Canada, discussed further below, Globex has agreed to
fund the financial  obligations of the Company pending  completion of the Merger
(the  "Globex  Loan").  Subject to the terms and  conditions  of the Globex Loan
agreement between the parties, Globex has agreed to make advances to the Company
to  maintain,  preserve  and protect the assets of the Tonkin  Springs  Project,
service the promissory note payable to U.S. Gold Corporation  ("U.S.  Gold") and
pay other necessary and proper  obligations and commitments of the Company.  The
Globex Loan accrues  interest at 2% over prime,  is secured by all the assets of
the Company and is due on or before August 30, 1997. Continued funding under the
Globex Loan is subject to the right of Globex to accept or reject  each  funding
request  made by the  Company,  as well as the right of  Globex  to  discontinue
funding  altogether.  In that event,  the Company has the right to terminate the
Merger  Agreement.  Without  continued  funding  from the Globex Loan or finding
other  sources  of  funding,  the  Company  is not  able  to  meet  its  current
obligations  nor  to  provide  for  development  costs  associated  with  future
obligations  and  operations   relating  to  the  Venture  and  other  corporate
objectives.  Through  June 30,  1997,  the  balance of  borrowings  and  accrued
interest  under the Globex Loan is  $1,198,248,  including  accrued  interest of
$38,234. As of August 1, 1997, the principal and accrued interest balance of the
Globex Loan is approximately $1,414,800.





                                        8

<PAGE>





Note C    PROPOSED MERGER
------    ---------------

On December  20,  1996,  the Company and Globex  entered  into an  agreement  in
principal  regarding  a  conditional  offer by Globex to finance the Company and
merge it with a subsidiary of Globex.  Effective March 13, 1997, the Company and
Globex executed an agreement (the "Merger  Agreement" or "Merger") to merge with
Globex. By virtue of the Merger, and subject to certain conditions,  the Company
would become a wholly-owned subsidiary of Globex.

The Merger is part of two separate, but related,  transactions pursuant to which
Globex proposes to acquire 100% of the Company's  issued and outstanding  Common
Stock. Pursuant to the terms of the Merger Agreement, GME Merger Corporation,  a
Colorado  corporation wholly owned by Globex,  would be merged with and into the
Company (the  "Surviving  Corporation"),  which  corporation  would  survive the
Merger.   The  4,654,543  shares  of  the  Company's  Common  Stock  issued  and
outstanding  prior to the  Merger  and not  owned by  Royalstar  Resources  Ltd.
("Royalstar")  would be converted into the right to receive  1,285,067 shares of
Globex  Common  Stock.  The  shares  proposed  to be issued  by Globex  would be
registered under relevant  provisions of the Securities Act of 1933, as amended,
and qualified  under  applicable  state Blue Sky laws. The Common Stock owned by
Royalstar, the Company's single largest shareholder, would be acquired by Globex
in a separate  transaction  (the  "Acquisition"),  anticipated  to be  completed
contemporaneously with the Merger. When both transactions are completed,  Globex
would own 100% of the  issued  and  outstanding  shares  of Common  Stock of the
Company.

Both the Merger and  Acquisition  are  subject to certain  conditions.  Prior to
consummation  of the Merger,  the following  conditions,  among others,  must be
satisfied:  i)  receipt  of an  effective  date  by  Globex  for a  registration
statement  covering  its stock  proposed  to be issued  in  connection  with the
Merger;  ii) receipt of financing by Globex;  iii) approval of the Merger by the
Company's shareholders; and (iv) approval of various regulatory agencies.

Effective on July 24, 1997, Globex reported that it had closed Cdn.  $15,892,650
in a  financing  of  3,531,700  Special  Warrants  at a price of Cdn.  $4.50 per
Special Warrant. Each Special Warrant will be exercisable into 1 common share of
Globex.  The  financing was arranged  through  Bunting  Warberg Inc.,  acting as
agent.  The funds were placed into escrow pending  completion of the Merger.  In
addition,  Globex  reported  that it has amended  certain terms of its agreement
with  Royalstar  whereby  approximately  Cdn.  $2,100,000  of the original  cash
obligations  to Royalstar  will be satisfied by the issuance of common shares of
Globex at a price of Cdn. $4.50 per common share. The consummation of the Merger
is  subject  to  shareholder  approval  and  other  conditions  precedent.   The
respective  Boards of  Directors  of the  Company  and Globex  intend to proceed
promptly  and use their  reasonable  best  efforts  to  complete  the Merger and
Acquisition.

NOTE D    NOTE PAYABLE
------    ------------

At June 30, 1997 the Company has a  $1,189,644  amended note payable (the "Note)
to TSVLP as a result of its  purchase of a 60%  interest  in the Tonkin  Springs
Properties (the  "Properties").  The Note is collateralized by the Company's 60%
interest in the Properties and the Venture and accrues  interest at a fixed rate
of 7.5% on the unpaid principal  balance.  Accrued interest for 1996 of $129,569
was paid January 16, 1997.  Interest expense accrued related to the Note for the
six months ended June 30, 1997 and 1996 were $52,607 and $71,853,  respectively.
TSVLP has agreed in conjunction with the Globex Loan, that monthly note payments
commencing  February  1, 1997  would  continue  at $50,000  per month  until the
earlier of August 1, 1997, or the completion of the Globex  Merger,  after which
monthly  payments  under the Note would be subject to the existing  terms of the
Note.




                                        9

<PAGE>





NOTE D    NOTE PAYABLE, continued
------    -----------------------

The principal balance of $1,189,644 is payable as follows:

(1)  Monthly  installments  of $50,000 per month until the Company has raised an
aggregate of $4,000,000  in financing  subsequent to June 22, 1995, or until the
Note is paid in full.

(2)  Monthly  installments  of  $75,000  subsequent  to the  Company  raising an
aggregate of  $4,000,000  in new  financing  (approximately  $4.1 million in new
financing has been arranged through June 30, 1997).

The Company's obligations under the promissory note and certain of the Company's
obligations under the Venture  agreement are subject to a Security  Agreement in
favor of TSVLP, pursuant to which the Company has granted a security interest in
the assets constituting its interest in the Project. The Company is in technical
default in its  performance  as manager of the  Venture.  The  inability  of the
Company to satisfy the terms of the Note and the Venture agreement in the future
could, if not cured  subsequent to written notice,  cause the Company to forfeit
its interest in the Project.

The future annual minimum principal  payments under the Note as of June 30, 1997
are as follows:

                   1997                     $ 250,000
                   1998                       600,000
                   1999                       339,644
                                          -----------
                                           $1,189,644
                                           ==========


Note E    OTHER OBLIGATIONS
------    -----------------

On  November  1, 1996,  the  Company  received  funds in the amount of  $185,350
(Canadian $250,000) from Sea Gull Leasing Ltd., a private company (the "Sea Gull
Obligation").  This  transaction  with Sea Gull was  arranged  on  behalf of the
Company by its former president and chief executive officer, Mr. John Young, who
resigned  all his  positions  with the Company  effective  December 4, 1996.  On
November 1, 1996, the Company disbursed  $74,140 (Canadian  $100,000) of the Sea
Gull proceeds directly to Attwood Gold Corporation  ("Attwood").  In addition to
the funds  directly  received by the Company from Sea Gull, a payment of $20,284
by Sea Gull  directly  to a vendor  of the  Venture  was made on  behalf  of the
Company.  No  note  or  other  documentation  exists  related  to the  Sea  Gull
Obligation.  Sea Gull has  initiated  legal  actions  to recover  $205,634  plus
interest  and costs from the Company.  Royalstar  provided the Company a written
but conditional  commitment of indemnity dated January 14, 1997,  concerning and
related to the Sea Gull  Obligation  (the  "Indemnity").  The  Company has given
Royalstar  notice  that it intends to invoke the  Indemnity  with  regard to the
legal  action  initiated  by Sea Gull and has further  requested  Royalstar  and
Attwood to resolve the claim.  The Company is defending  this action  vigorously
but has  included the Sea Gull  Obligation,  reduced by the claim of the Company
against Attwood,  on the balance sheet as of June 30, 1997 in Other obligations,
net.

In addition,  there are a number of creditors who are owed monies by the Company
which  creditors  could bring various legal actions  against the Company and the
Tonkin Springs Project Joint Venture, some of which involve the filing of liens.





                                       10



<PAGE>




                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act of 1934, the Company
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
                         
                                         GOLD CAPITAL CORPORATION




August 15, 1997                         By /s/ Bill M. Conrad
                                          --------------------------------------
                                          Bill M. Conrad, President and Chief
                                          Financial Officer






                                       11