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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

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|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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|    |  | For the quarterly period ended June 30, 2001                                           

OR

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|----- |  | ----------------------------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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|      |  | For the transition period from ________________ to ________________                     

Commission File Number: 0-29490

HAWKER PACIFIC AEROSPACE

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 95-3528840                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                              
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|                                                              
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|11240 Sherman Way, Sun Valley, California                      |  | 91352                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(818) 765-6201

(Registrants Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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 ninety days.   YES   [X]    NO  [   ]

The number of shares of the registrants common stock outstanding on July
18, 2001, was 10,160,675 shares.



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TABLE OF CONTENTS



|                               |                                                                                               |                                                                    |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                               |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                             
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                   
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                   
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (DEFICIT)
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                   
|                               |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS              
|                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                               | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|PART II  OTHER INFORMATION   
|                               | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                    
|EXHIBIT 10.57                 
|EXHIBIT 10.58                 



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##### Table of Contents



HAWKER PACIFIC AEROSPACE




PART I  FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




CONDENSED CONSOLIDATED BALANCE SHEETS(unaudited)

|                                                     |                                                                                                                                                    |                                      |                           |                                                |            |            |            |             |              |            |  | 
|---------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------- | ---------------------------------------------- | ---------- | ---------- | ---------- | ----------- | ------------ | ---------- |  | 
|                                                     |                                                                                                                                                    |                                      |                           |                                                |            | June 30,   |            |             | December 31, |           
|                                                     |                                                                                                                                                    |                                      |                           |                                                |            | 2001       |            |             | 2000         |           
|                                                     |                                                                                                                                                    |                                      |                           |                                                |            |            |            |             |              |           
|                                                     |                                                                                                                                                    |                                      |                           | ASSETS                                         |            |            |            |             |              |            |  | 
|                                                    
|                                                    
|                                                    
|                                                    
|Current assets                                       |                                                                                                                                                    |                                      |                           |                                                |            |            |            |            
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Cash                                                                                                                                               |                                      | $                         | 1,957,000                                      |            |            | $          | 3,349,000   |             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Accounts receivable, less allowance for doubtful
accounts of $261,0000 and $1,038,000 at
June 30, 2001 and December 31, 2000                       |                                      |                           | 11,475,000                                     |            |            |            | 14,954,000  |             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Inventories                                                                                                                                        |                                      |                           | 31,567,000                                     |            |            |            | 27,398,000  |             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Prepaid expenses                                                                                                                                   |                                      |                           | 1,122,000                                      |            |            |            | 855,000     |             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Deferred taxes                                                                                                                                     |                                      |                           | 1,773,000                                      |            |            |            | 1,668,000   |             
|                                                     |                                                                                                                                                    |                                      |                           |                                                |            |           
|                                                     |                                                                                                                                                    | Total current assets                 |                           |                                                | 47,894,000 |            |            |             | 48,224,000   |           
|                                                    
|                                                    
|                                                    
|                                                    
|Equipment and leasehold improvements, net            |                                                                                                                                                    |                                      | 12,947,000                |                                                |            |            | 14,232,000 |            
|                                                    
|                                                    
|                                                    
|                                                    
|Exchange assets, net                                 |                                                                                                                                                    |                                      | 32,015,000                |                                                |            |            | 33,816,000 |            
|                                                     |                                                                                                                                                    |                                      |                           |                                                |            |           
|                                                     |                                                                                                                                                    | Total fixed assets                   |                           |                                                | 44,962,000 |            |            |             | 48,048,000   |           
|                                                    
|                                                    
|                                                    
|                                                    
|Other assets                                         |                                                                                                                                                    |                                      | 1,853,000                 |                                                |            |            | 1,727,000  |            
|                                                     |                                                                                                                                                    |                                      |                           |                                                |            |           
|                                                     |                                                                                                                                                    | Total assets                         |                           | $                                              | 94,709,000 |            |            | $           | 97,999,000   |           
|                                                     |                                                                                                                                                    |                                      |                           |                                                |            |           
|                                                     |                                                                                                                                                    |                                      |                           | LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT) |            |            |            |             |              |            |  | 
|                                                    
|                                                    
|                                                    
|                                                    
|Current liabilities                                  |                                                                                                                                                    |                                      |                           |                                                |            |            |            |            
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Accounts payable                                                                                                                                   |                                      | $                         | 8,676,000                                      |            |            | $          | 9,962,000   |             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Deferred revenue                                                                                                                                   |                                      |                           | 7,447,000                                      |            |            |            | 5,199,000   |             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Accrued payroll and employee benefits                                                                                                              |                                      |                           | 2,026,000                                      |            |            |            | 1,826,000   |             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Accrued expenses and other liabilities                                                                                                             |                                      |                           | 6,781,000                                      |            |            |            | 6,091,000   |             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Note payable to related party                                                                                                                      |                                      |                           | 743,000                                        |            |            |            | 2,325,000   |             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Current portion of note payable                                                                                                                    |                                      |                           | 509,000                                        |            |            |            |            |             
|                                                     |                                                                                                                                                    |                                      |                           |                                                |            |           
|                                                     |                                                                                                                                                    |                                      | Total current liabilities |                                                |            | 26,182,000 |            |             |              | 25,403,000 | 
|                                                    
|                                                    
|                                                    
|                                                    
|Long-term debt                                       |                                                                                                                                                    |                                      |                           |                                                |            |            |            |            
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Bank note                                                                                                                                          |                                      |                           | 64,352,000                                     |            |            |            | 65,956,000  |             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Note payable to related party                                                                                                                      |                                      |                           |                                               |            |            |            | 4,179,000   |             
|                                                     |                                                                                                                                                    |                                      |                           |                                                |            |           
|                                                     |                                                                                                                                                    | Total long-term debt                 |                           |                                                | 64,352,000 |            |            |             | 70,135,000   |           
|                                                    
|                                                    
|                                                    
|                                                    
|Deferred taxes                                       |                                                                                                                                                    |                                      | 3,043,000                 |                                                |            |            | 2,980,000  |            
|                                                    
|                                                    
|                                                    
|                                                    
|Commitments and contingencies                        |                                                                                                                                                    |                                      |                           |                                                |            |            |            |            
|                                                    
|                                                    
|                                                    
|                                                    
|Shareholders equity (deficit)                       |                                                                                                                                                    |                                      |                           |                                                |            |            |            |            
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Common stock: 20,000,000 shares authorized;
issued and outstanding: 10,160,675 and 7,022,265 at
June 30, 2001, and December 31, 2000, respectively |                                      |                           | 35,934,000                                     |            |            |            | 28,682,000  |             
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Accumulated deficit                                                                                                                                |                                      |                           | (29,043,000                                    | )          |            |            | (24,221,000 | )           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Accumulated other comprehensive loss                                                                                                               |                                      |                           | (5,759,000                                     | )          |            |            | (4,980,000  | )           
|                                                     |                                                                                                                                                    |                                      |                           |                                                |            |           
|                                                     |                                                                                                                                                    | Total shareholders equity (deficit) |                           |                                                | 1,132,000  |            |            |             | (519,000     | )         
|                                                    
|                                                    
|                                                    
|                                                    
|Total liabilities and shareholders equity (deficit) |                                                                                                                                                    | $                                    | 94,709,000                |                                                |            | $          | 97,999,000 |            
|                                                     |                                                                                                                                                    |                                      |                           |                                                |            |           

See accompanying Notes to Condensed Consolidated Financial Statements



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HAWKER PACIFIC AEROSPACE

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)

|                                                                |  |                    |            |   |      |   |            |  
|--------------------------------------------------------------- |  | ------------------ | ---------- | - | ---- | - | ---------- | -
|                                                                |  | Three months ended |           
|                                                                |  | June 30            |           
|                                                                |  |                    |           
|                                                                |  | 2001               |            |   | 2000 |  
|                                                                |  |                    |            |   |      |  
|Revenue                                                         |  | $                  | 21,224,000 |   |      | $ | 20,299,000 |  
|                                                               
|                                                               
|                                                               
|                                                               
|Cost of revenue                                                 |  |                    | 20,383,000 |   |      |   | 16,895,000 |  
|                                                                |  |                    |            |   |      |  
|Gross margin                                                    |  |                    | 841,000    |   |      |   | 3,404,000  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Selling, general and administrative expense                     |  |                    | 3,288,000  |   |      |   | 2,230,000  |  
|                                                                |  |                    |            |   |      |  
|Income (loss) from operations                                   |  |                    | (2,447,000 | ) |      |   | 1,174,000  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Interest expense, net                                           |  |                    | (1,320,000 | ) |      |   | (2,288,000 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Miscellaneous expense                                           |  |                    | 20,000     |   |      |   | (20,000    | )
|                                                                |  |                    |            |   |      |  
|Loss before income taxes                                        |  |                    | (3,747,000 | ) |      |   | (1,134,000 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Income tax benefit                                              |  |                    |           |   |      |   | (455,000   | )
|                                                                |  |                    |            |   |      |  
|Net loss                                                        |  |                    | (3,747,000 | ) |      |   | (679,000   | )
|                                                               
|                                                               
|                                                               
|                                                               
|Accretion of discount and redemption premium
on preferred stock |  |                    |           |   |      |   | (831,000   | )
|                                                               
|                                                               
|                                                               
|                                                               
|Preferred stock dividend                                        |  |                    |           |   |      |   | (60,000    | )
|                                                                |  |                    |            |   |      |  
|Net loss available to common shareholders                       |  | $                  | (3,747,000 | ) |      | $ | (1,570,000 | )
|                                                                |  |                    |            |   |      |  
|Loss per common share: basic and diluted                        |  | $                  | (0.37      | ) |      | $ | (0.27      | )
|                                                               
|                                                               
|                                                               
|                                                               
|Number of shares: basic and diluted                             |  |                    | 10,160,675 |   |      |   | 5,824,589  |  

See accompanying Notes to Condensed Consolidated Financial Statements



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HAWKER PACIFIC AEROSPACE

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)

|                                                                |  |                  |            |   |      |   |            |  
|--------------------------------------------------------------- |  | ---------------- | ---------- | - | ---- | - | ---------- | -
|                                                                |  | Six months ended |           
|                                                                |  | June 30          |           
|                                                                |  |                  |           
|                                                                |  | 2001             |            |   | 2000 |  
|                                                                |  |                  |            |   |      |  
|Revenue                                                         |  | $                | 40,144,000 |   |      | $ | 41,787,000 |  
|                                                               
|                                                               
|                                                               
|                                                               
|Cost of revenue                                                 |  |                  | 35,294,000 |   |      |   | 34,317,000 |  
|                                                                |  |                  |            |   |      |  
|Gross margin                                                    |  |                  | 4,850,000  |   |      |   | 7,470,000  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Selling, general and administrative expense                     |  |                  | 6,362,000  |   |      |   | 5,113,000  |  
|                                                                |  |                  |            |   |      |  
|Income (loss) from operations                                   |  |                  | (1,512,000 | ) |      |   | 2,357,000  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Interest expense, net                                           |  |                  | (3,330,000 | ) |      |   | (3,990,000 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Miscellaneous expense                                           |  |                  | 20,000     |   |      |   | (86,000    | )
|                                                                |  |                  |            |   |      |  
|Loss before income taxes                                        |  |                  | (4,822,000 | ) |      |   | (1,719,000 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Income tax benefit                                              |  |                  |           |   |      |   | (689,000   | )
|                                                                |  |                  |            |   |      |  
|Net loss                                                        |  |                  | (4,822,000 | ) |      |   | (1,030,000 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Accretion of discount and redemption premium
on preferred stock |  |                  |           |   |      |   | (1,958,000 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Preferred stock dividend                                        |  |                  |           |   |      |   | (134,000   | )
|                                                                |  |                  |            |   |      |  
|Net loss available to common shareholders                       |  | $                | (4,822,000 | ) |      | $ | (3,122,000 | )
|                                                                |  |                  |            |   |      |  
|Loss per common share: basic and diluted                        |  | $                | (0.54      | ) |      | $ | (0.54      | )
|                                                               
|                                                               
|                                                               
|                                                               
|Number of shares: basic and diluted                             |  |                  | 8,877,850  |   |      |   | 5,823,491  |  

See accompanying Notes to Condensed Consolidated Financial Statements



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HAWKER PACIFIC AEROSPACE

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (DEFICIT)(unaudited)

|                              |  |              |            |  |             |   |            |               |       |   |             |   |  |       |            |   |  |   |            |  
|----------------------------- |  | ------------ | ---------- |  | ----------- | - | ---------- | ------------- | ----- | - | ----------- | - |  | ----- | ---------- | - |  | - | ---------- | -
|                              |  | Common Stock |            |  |             |   |            |               | Other |   |             |   |  |      
|                              |  |              |            |  | Accumulated |   |            | Comprehensive |       |   |             |   | 
|                              |  | # of Shares  |            |  | Amount      |   |            | Deficit       |       |   | Loss        |   |  | Total |           
|                              |  |              |            |  |             |   |            |               |       |   |             |   |  |       |           
|Balances at
December 31, 2000 |  |              | 7,022,265  |  |             | $ | 28,682,000 |               |       | $ | (24,221,000 | ) |  | $     | (4,980,000 | ) |  | $ | (519,000   | )
|                             
|                             
|                             
|                             
|Net loss                      |  |              |           |  |             |   |           |               |       |   | (4,822,000  | ) |  |       |           |   |  |   | (4,822,000 | )
|                             
|                             
|                             
|                             
|Foreign currency
translation  |  |              |           |  |             |   |           |               |       |   |            |   |  |       | (779,000   | ) |  |   | (779,000   | )
|                              |  |              |            |  |             |   |            |               |       |   |             |   |  |       |            |   |  |   |           
|Comprehensive loss            |  |              |           |  |             |   |           |               |       |   |            |   |  |       |           |   |  |   | (5,601,000 | )
|                             
|                             
|                             
|                             
|Exercise of stock options     |  |              | 1,458      |  |             |   |           |               |       |   |            |   |  |       |           |   |  |   |           |  
|                             
|                             
|                             
|                             
|Issuance of common stock      |  |              | 3,136,952  |  |             |   | 7,252,000  |               |       |   |            |   |  |       |           |   |  |   | 7,252,000  |  
|                             
|                             
|                             
|                             
|                              |  |              |            |  |             |   |            |               |       |   |             |   |  |       |           
|Balances at
June 30, 2001     |  |              | 10,160,675 |  |             | $ | 35,934,000 |               |       | $ | (29,043,000 | ) |  | $     | (5,759,000 | ) |  | $ | 1,132,000  |  
|                              |  |              |            |  |             |   |            |               |       |   |             |   |  |       |           

See accompanying Notes to Condensed Consolidated Financial Statements



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##### Table of Contents






HAWKER PACIFIC AEROSPACE

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)

|                                                                                          |                                                                       |                                           |              |           |                  |           |            |           |            |           | 
|----------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | ----------------------------------------- | ------------ | --------- | ---------------- | --------- | ---------- | --------- | ---------- | --------- | 
|                                                                                          |                                                                       |                                           |              |           | Six months ended |          
|                                                                                          |                                                                       |                                           |              |           | June 30          |          
|                                                                                          |                                                                       |                                           |              |           |                  |          
|                                                                                          |                                                                       |                                           |              |           | 2001             |           |            | 2000      |           
|                                                                                          |                                                                       |                                           |              |           |                  |           |            |           |           
|Operating Activities                                                                      |                                                                       |                                           |              |           |                  |           |            |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Net loss                                                                                  |                                                                       | $                                         | (4,822,000   | )         |                  | $         | (1,030,000 | )        
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Adjustments to reconcile net loss to net cash
provided by (used in) operating activities: |                                                                       |                                           |              |           |                  |           |            |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Deferred income taxes                                                 |                                           |              |          |                  |           |            | (706,000  | )         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Depreciation and amortization                                         |                                           |              | 2,241,000 |                  |           |            | 2,314,000 |           
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Amortization of loan discounts                                        |                                           |              | 245,000   |                  |           |            |          |           
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Bad debt expense                                                      |                                           |              | 30,000    |                  |           |            |          |           
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Changes in operating assets and liabilities:                                              |                                                                       |                                           |              |           |                  |           |            |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                                       | Accounts receivable and other receivables |              |           | 3,161,000        |           |            |           | 3,916,000  |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                                       | Inventory                                 |              |           | (5,104,000       | )         |            |           | (3,798,000 | )        
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                                       | Prepaid expenses and other current assets |              |           | (325,000         | )         |            |           | 926,000    |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                                       | Accounts payable                          |              |           | (1,024,000       | )         |            |           | (534,000   | )        
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                                       | Deferred revenue                          |              |           | 2,637,000        |           |            |           | 23,000     |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                                       | Accrued liabilities                       |              |           | 2,305,000        |           |            |           | 1,335,000  |          
|                                                                                          |                                                                       |                                           |              |           |                  |          
|Cash provided by (used in) operating activities                                           |                                                                       |                                           | (656,000     | )         |                  |           | 2,446,000  |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Investing Activities                                                                      |                                                                       |                                           |              |           |                  |           |            |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Purchases of equipment, leasehold improvements and landing gear                           |                                                                       |                                           | (1,366,000   | )         |                  |           | (2,946,000 | )        
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Deposits for construction in progress                                                     |                                                                       |                                           | (50,000      | )         |                  |           | (678,000   | )        
|                                                                                          |                                                                       |                                           |              |           |                  |          
|                                                                                          |                                                                       | Cash used in investing activities         |              |           | (1,416,000       | )         |            |           | (3,624,000 | )        
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Financing Activities                                                                      |                                                                       |                                           |              |           |                  |           |            |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Principal payments on bank notes                                                          |                                                                       |                                           |             |           |                  |           | (1,686,000 | )        
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Borrowings on line of credit                                                              |                                                                       |                                           | 775,000      |           |                  |           | 2,062,000  |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Deferred acquisition and loan fee expense                                                 |                                                                       |                                           | (95,000      | )         |                  |           |           |          
|                                                                                          |                                                                       |                                           |              |           |                  |          
|                                                                                          |                                                                       | Cash provided by financing activities     |              |           | 680,000          |           |            |           | 376,000    |          
|                                                                                          |                                                                       |                                           |              |           |                  |          
|Decrease in cash                                                                          |                                                                       |                                           | (1,392,000   | )         |                  |           | (802,000   | )        
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Cash, beginning of period                                                                 |                                                                       |                                           | 3,349,000    |           |                  |           | 2,227,000  |          
|                                                                                          |                                                                       |                                           |              |           |                  |          
|Cash, end of period                                                                       |                                                                       | $                                         | 1,957,000    |           |                  | $         | 1,425,000  |          
|                                                                                          |                                                                       |                                           |              |           |                  |          
|Supplemental disclosure of cash flow information                                          |                                                                       |                                           |              |           |                  |           |            |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Cash paid during the period for:                                      |                                           |              |           |                  |           |            |           |           
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                                       |                                           | Interest     |           | $                | 2,684,000 |            |           | $          | 3,770,000 | 
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                                       |                                           | Income taxes |           |                  | 107,000   |            |           |            | 11,000    | 
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Non-cash items                                                                            |                                                                       |                                           |              |           |                  |           |            |          
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Conversion of principal due on the LHT
note payable into common stock |                                           | $            | 6,749,000 |                  |           |            |          |           
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Conversion of interest due on the LHT
note payable into common stock  |                                           | $            | 503,000   |                  |           |            |          |           

See accompanying Notes to Condensed Consolidated Financial Statements



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HAWKER PACIFIC AEROSPACE

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(unaudited)

1. BASIS OF PRESENTATION

Interim Condensed Financial Statements

During interim periods, Hawker Pacific Aerospace (Hawker US) and its
wholly-owned United Kingdom subsidiary, Hawker Pacific Aerospace Ltd. (Hawker
UK) (collectively, the Company), follow the accounting policies set forth in
its Annual Report on Form 10-K, and apply appropriate interim financial
reporting standards, as indicated below. Users of financial information
produced for interim periods are encouraged to refer to the notes contained in
the Annual Report on Form 10-K for fiscal year 2000 when reviewing interim
financial results.

The preparation of interim 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 the
disclosure of contingent assets and liabilities at the date of the financial
statements. Significant estimates and assumptions include the accounts
receivable allowance for doubtful accounts, a provision for potentially excess
or slow-moving inventory, warranty accruals, deferred tax asset valuation
allowances, and a provision for anticipated losses on future work covered by
contracts performed at Hawker UK. Actual results may differ from those
estimates. Certain prior year amounts have been reclassified to conform to the
fiscal 2001 presentation.

In the opinion of management, the accompanying unaudited condensed consolidated
financial statements of the Company have been prepared in accordance with the
Securities and Exchange Commissions requirements for Form 10-Q and contain all
adjustments of a normal and recurring nature that are necessary to present
fairly the financial position of the Company as of June 30, 2001, and December
31, 2000, the results of its operations for the three and six months ended June
30, 2001 and 2000, and its cash flows for the six months ended June 30, 2001
and 2000.

Contingencies

The Company is from time to time involved in various lawsuits, claims and
inquiries, which the Company believes are routine to the nature of its
business. The Company is not, however, currently involved in any litigation or
subject to any claim that has not been provided for, or that would have a
material adverse effect on the financial position, results of operation or cash
flow of the Company.

Loss per Share

Basic and diluted loss per common share is computed based upon the weighted
average number of common shares outstanding for the period. Diluted loss per
common share reflects the potential dilution that could occur if certain
securities were exercised or converted into common stock. Basic loss per share
is the same as diluted loss per share for all periods presented. The number of
shares used in the calculation of basic and diluted loss per share for the
three months ended June 30, 2001 and 2000, was 10,160,675 and 5,824,589,
respectively. The number of shares used in the calculation of basic and diluted
loss per share for the six months ended June 30, 2001 and 2000, was 8,877,850
and 5,823,491, respectively. The net loss used in the calculation of basic and
diluted loss per share for the three months and six months ended June 30, 2000,
has been adjusted for the accretion of the discount and redemption premium on
the preferred stock to derive net loss available to common shareholders.

Options to purchase 820,954 shares of common stock at exercise prices between
$2.25 and $9.88 were outstanding and vested during the second quarter of 2001.
None of these were included in the computation of diluted loss per share
because the exercise price was greater than the average market price of the
common shares and/or the Company incurred a loss for the period and, therefore,
the effect would be antidilutive.



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HAWKER PACIFIC AEROSPACE

Recent Accounting Pronouncements

Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended, is effective for
all fiscal years beginning after June 15, 2000. SFAS 133 establishes accounting
and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
Under SFAS 133, certain contracts that were not formerly considered derivatives
may now meet the definition of a derivative. The Company adopted SFAS 133
effective January 1, 2001. The adoption of SFAS 133 did not have a significant
impact on the financial position, results of operations or cash flow of the
Company.

SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets were issued in June 2001. SFAS 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. There are also transition provisions that apply to certain
business combinations completed before July 1, 2001. SFAS 142, which becomes
effective for the Company on January 1, 2002, includes requirements to test
goodwill and indefinite-lived intangible assets for impairment rather than
amortize them. The Company does not, however, currently carry any goodwill or
indefinite-lived intangible assets on its balance sheet. The Company does not
believe that these new standards will have a material effect on its financial
statements.

2. INVENTORIES

Inventories are comprised of the following:

|                               |  |          |            |  |              |   |            | 
|------------------------------ |  | -------- | ---------- |  | ------------ | - | ---------- | 
|                               |  | June 30, |            |  | December 31, |  
|                               |  | 2001     |            |  | 2000         |  
|                               |  |          |            |  |              |  
|Purchased parts and assemblies |  | $        | 22,292,000 |  |              | $ | 20,543,000 | 
|                              
|                              
|                              
|                              
|Work in process                |  |          | 9,275,000  |  |              |   | 6,855,000  | 
|                               |  |          |            |  |              |  
|                               |  | $        | 31,567,000 |  |              | $ | 27,398,000 | 
|                               |  |          |            |  |              |  

3. RELATED PARTY TRANSACTIONS

On June 8, 2001, the Companys majority shareholder, Lufthansa Technik AG
(LHT), provided a revolving line of credit to Hawker UK. The facility, which
may be drawn up to an aggregate amount of 5.2 million British pounds sterling
(approximately $7.4 million), must be repaid within 364 days. Amounts advanced
under the facility bear interest, payable monthly, at a daily average rate
based on the London Sterling Overnight Index Average (SONIA), plus a 270
basis point margin (approximately 8% as of June 30, 2001). Proceeds from the
facility will be used for certain capital investments, and to supplement
general working capital in Hawker UK. As of July 31, 2001, Hawker UK has drawn
$3,057,000 on the line of credit.

Hawker US and Hawker UK have two separate senior loan facilities with
Landesbank Hessen-Thüringen Girozentrale and Kreditanstalt für Wiederaufbrau
(the Banks). To obtain the consent of the Banks for the credit line facility,
LHT entered into a Guarantee Agreement on June 8, 2001, with the Banks. Under
the Guarantee Agreement, LHT agreed to provide a guarantee (the Guarantee) to
secure the claims of the Banks under the $45,000,000 Credit Agreement with
Hawker US. In consideration for the Guarantee, the Banks entered into a
Guarantee Commission Agreement with LHT on June 8, 2001, whereby the Banks
agreed to pay LHT a commission equal to 1.95% per annum on the amount drawn
under the Credit Agreement. In addition, the Banks executed letter agreements
confirming that any amounts drawn by Hawker UK on the credit line will not be
taken into account in determining the compliance of Hawker US or Hawker UK with
the senior loan facilities.

During the second quarter of 2001, the Company received $783,000 from LHT for
overhaul services rendered, and purchased $82,000 of spare parts from LHT.



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HAWKER PACIFIC AEROSPACE

4. PROVISION FOR ANTICIPATED LOSSES ON CONTRACTS

The Company records a current charge to cost of revenue whenever it is
anticipated that the total estimated costs will exceed the total estimated
revenue over the life of a contract. The amount of the provision is the excess
of cost over revenue for every overhaul event for which the Company
anticipates a loss during the contract term. As each overhaul event is
completed in the future, the specific portion of the provision previously
accrued for that overhaul is utilized.

This provision has been recorded for certain contracts performed at Hawker UK,
and includes anticipated losses on overhaul events based on managements
estimates. During the three months ended June 30, 2001, $500,000 was utilized
from the provision, and $1,626,000 was added to the provision. The increase to
the provision resulted from changes in the number and timing of overhauls by
certain customers, changes in the estimate of future overhaul costs, and the
addition of certain new contracts (including an estimated $277,000 increase
for subcontract work from LHT). During the six months ended June 30, 2001,
$765,000 was utilized from the provision, and $1,896,000 was added to the
provision. As of June 30, 2001, the remaining provision, which is recorded in
accrued expenses and other liabilities, amounts to $3,186,000.

5. SEGMENT INFORMATION

Statement of Financial Accounting Standards No. 131, Disclosures about
Segments of an Enterprise and Related Information, sets forth standards for
public companies relating to the reporting of financial and descriptive
information about business segments and enterprise-wide operations. The
Company operates in one segment. The following table sets forth certain
geographic information related to the Companys operations.

|                                                          |  |               |            |   |                |   |            |              |  |   |            |   |  |      |            |   |      |   |            |   |  |   |            |  
|--------------------------------------------------------- |  | ------------- | ---------- | - | -------------- | - | ---------- | ------------ |  | - | ---------- | - |  | ---- | ---------- | - | ---- | - | ---------- | - |  | - | ---------- | -
|                                                          |  | United States |            |   | United Kingdom |   |            | Consolidated | 
|                                                          |  |               |            |   |                |   |            |              | 
|As of June 30                                             |  | 2001          |            |   | 2000           |   |            | 2001         |  |   | 2000       |   |  | 2001 |            |   | 2000 |  
|                                                          |  |               |            |   |                |   |            |              |  |   |            |   |  |      |            |   |      |  
|Total assets                                              |  | $             | 49,894,000 |   |                | $ | 52,096,000 |              |  | $ | 44,815,000 |   |  | $    | 47,451,000 |   |      | $ | 94,709,000 |   |  | $ | 99,547,000 |  
|                                                         
|                                                         
|                                                         
|                                                         
|Total fixed assets (net of
depreciation and amortization) |  |               | 16,886,000 |   |                |   | 18,861,000 |              |  |   | 28,076,000 |   |  |      | 31,939,000 |   |      |   | 44,962,000 |   |  |   | 50,800,000 |  
|                                                         
|                                                         
|                                                         
|                                                         
|For the quarter ended June 30                             |  |               |            |   |                |   |            |              |  |   |            |   |  |      |            |   |      |   |            |   |  |   |            |  
|                                                         
|                                                         
|                                                         
|                                                         
|Revenue by location of operations                         |  |               | 11,375,000 |   |                |   | 15,412,000 |              |  |   | 9,849,000  |   |  |      | 4,887,000  |   |      |   | 21,224,000 |   |  |   | 20,299,000 |  
|                                                         
|                                                         
|                                                         
|                                                         
|Loss before income taxes                                  |  |               | (862,000   | ) |                |   | (58,000    | )            |  |   | (2,885,000 | ) |  |      | (1,076,000 | ) |      |   | (3,747,000 | ) |  |   | (1,134,000 | )

The Company generated revenue from customers located outside the United States
of $14,148,000 and $7,337,000 for the quarters ended June 30, 2001 and 2000,
respectively.

6. SUBSEQUENT EVENTS

In July 2001, the Company entered into a Cooperation Agreement and General
Supporting Contract with LHT. The Cooperation Agreement establishes areas of
cooperation between the Company and LHT related to aircraft component and
landing gear services jointly provided by both companies to their combined
customer base. The General Supporting Contract describes the procedures, terms
and conditions under which the Company and LHT shall together perform the
services contemplated under the Cooperation Agreement. The Cooperation
Agreement does not specify the amount of work that will be done at the
Companys London facility or the amounts to be charged, but if current service
contracts of LHT and the Company were to remain in effect over the next three
years, charges remained as currently provided in those service contracts and
if the number of covered aircraft and current customer maintenance schedules
and requirements remained in effect through this period, the Companys London
operation would see additional activity during the next three years of up to
approximately $22 million in additional revenue. This amount may increase or
decrease materially based on a number of factors including, among others, new
service contracts awarded to either LHT or the Company, changes in existing
service contracts, aircraft retirements or sales, changes in customer
schedules or requirements, and operational planning by either party.



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

Results of Operations

The following analysis compares the Companys results of operations for the
quarter and six months ended June 30, 2001, with the quarter and six months
ended June 30, 2000.

Second quarter revenue increased by 5% to $21,224,000 from $20,299,000 in 2000,
while year-to-date revenue decreased by 4% to $40,144,000 from $41,787,000 in
the prior comparable period. The quarterly revenue increase occurred primarily
in sales of spare parts and other overhaul services. Landing gear revenue for
the quarter and six months decreased from the prior year, as customer schedules
for overhaul work during fiscal year 2001 were relatively light in the first
and second quarters, and are expected to be heavier in the third and fourth
quarters. This is not indicative of a trend, or any seasonality, but merely
reflects the fact that overhaul schedules are not evenly distributed throughout
the four quarters of 2001. Based on the current overhaul schedule for the
remainder of 2001 the Company expects that consolidated revenue for fiscal year
2001 will exceed the 2000 result.

Cost of revenue for the quarter increased by 21% to $20,383,000 from
$16,895,000 in the second quarter of 2000. This increase included a $1,626,000
addition to a provision for anticipated losses on certain contracts in the
Companys United Kingdom subsidiary (Hawker UK). Excluding this provision
increase, the cost of revenue for work performed in the second quarter
increased by 11%. This increase resulted from additional costs on the higher
sales volume and increased subcontracting costs in Hawker UK. The increase to
the provision for anticipated losses resulted from changes in the number and
timing of overhauls by certain customers, changes in the estimate of future
overhaul costs, and the addition of certain new contracts. The addition of new
loss-producing contracts adversely affects the current period as Hawker UK
records the entire loss expected on a multi-year contract in the current
period. When Hawker UK performs the associated overhaul work in the future the
specific portion of the provision accrued for that event will be utilized.
Hawker UK has a high level of fixed costs, and operates at less than half of
capacity, and Hawker UK has therefore accepted certain contracts that are
expected to operate at a loss. These contracts help Hawker UK continue to build
its business base in Europe, and provide increased absorption of fixed costs,
thereby improving margins on other Hawker UK jobs. Although these contracts
adversely affect net income, they should each provide positive cash flow to the
business.

Year-to-date cost of revenue increased by 3% to $35,294,000 from $34,317,000 in
2000. This increase was caused by a $1,896,000 increase in the provision for
anticipated losses. Excluding this provision increase, year-to-date cost of
revenue for actual work performed decreased by 3%, as compared with the 4%
decrease in year-to-date revenue.

Gross margin was anticipated to be low in the first and second quarters because
the product mix for landing gear overhauls is skewed this year, with more of
the Companys lower margin aircraft types in the first two quarters. Hawker UK,
while still operating at a loss, continues to show improvement in operating
efficiencies. The UK operation has improved turn-around times for landing gear
overhauls and implemented a number of effective cost savings initiatives. The
Company expects that these changes will result in improved landing gear margins
for this unit.

Selling, general and administrative expense for the second quarter of 2001
increased to $3,288,000 from $2,230,000 in the prior comparable period.
Year-to-date selling, general and administrative expense increased to
$6,362,000 from $5,113,000 in the prior comparable period. These increases were
primarily attributable to increased expenses for payroll, travel and commissions, offset by a reduction in bad debt expense resulting from
collections of previously reserved accounts.



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HAWKER PACIFIC AEROSPACE

Interest expense for the quarter and six months decreased by $968,000 and
$660,000, respectively, primarily as a result of a lower interest rate on the
Companys senior loan facilities.

For the reasons above, the Company posted a net loss for the quarter of
$3,747,000, or ($0.37) per common share, as compared with a net loss of
$1,570,000, or ($0.27) per common share, in the second quarter of 2000. The
year-to-date net loss increased to $4,822,000 from $3,122,000, or ($0.54) per
common share for both periods. The Company did not record any tax benefit for
pre-tax losses in either quarter of this year, and the valuation allowance for
the Companys deferred tax assets was therefore increased during 2001 by
$1,446,000 to $9,770,000.

There are three developing trends during 2001 that the Company expects will
provide improved operating results during the latter half of the year. Based on
known overhaul schedules, revenue is expected to increase during the third and
fourth quarters. The product mix of aircraft types scheduled for the second
half of this year is also more favorable. The Company further expects improved
margins in Hawker UK as a result of previously implemented and ongoing
initiatives to improve labor efficiency and reduce material costs, and
increased absorption of fixed costs on the higher sales volume anticipated.

Liquidity and Capital Resources

The following analysis compares material changes in the Companys financial
position from December 31, 2000, to June 30, 2001.

Inventories increased by $4,178,000 during the first six months of 2001,
primarily as a result of a higher level of work in process at June 30, 2001.
The increase in work in process generated an increase in deferred revenue of
$2,248,000.

On June 8, 2001, the Companys majority shareholder, Lufthansa Technik AG,
provided a revolving line of credit to Hawker UK. The facility, which may be
drawn up to an aggregate amount of 5.2 million British pounds sterling
(approximately $7.4 million), must be repaid within 364 days. Proceeds from the
facility will be used for certain capital investments, and to supplement
general working capital in Hawker UK. In addition, the proceeds have enabled
Hawker UK to partially repay the Companys Sun Valley division (Hawker US)
for intercompany work, which will provide a corresponding liquidity benefit to
Hawker US as well. As of July 31, 2001, Hawker UK has drawn $3,057,000 on the
line of credit.

As a result of the anticipated increase in workload during the second half of
2001, the Company expects that cash provided from operations will also increase
during this period. The anticipated margin improvements in Hawker UK are also
expected to improve cash flow in that unit. The Company may also consider asset
sales whenever it needs to improve its liquidity position. In addition, Hawker
UK has approximately $4,372,000 available on the LHT credit line. Upon the
expiration of this credit line in June 2002, the Company will either seek to
extend the credit line with LHT, or will defer certain discretionary capital
expenditures. For these reasons, the Company expects that it will have
sufficient funds to meet its cash requirements for the next twelve months.

Subsequent Events

In July 2001, the Company entered into a Cooperation Agreement and General
Supporting Contract with LHT. The Cooperation Agreement establishes areas of
cooperation between the Company and LHT related to aircraft component and
landing gear services jointly provided by both companies to their combined
customer base. The General Supporting Contract describes the procedures, terms
and conditions under which the Company and LHT shall together perform the
services contemplated under the Cooperation Agreement. The Cooperation
Agreement does not specify the amount of work that will be done at the
Companys London facility or the amounts to be charged, but if current service
contracts of LHT and the Company were to remain in effect over the next three
years, charges remained as currently provided in those service contracts and
if the number of covered aircraft and current customer maintenance schedules
and requirements remained in effect through this period, the Companys London
operation would see additional activity during the next three years of up to
approximately $22 million in additional revenue. This amount may increase or
decrease materially based on a



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HAWKER PACIFIC AEROSPACE

number of factors including, among others, new service contracts awarded to
either LHT or the Company, changes in existing service contracts, aircraft
retirements or sales, changes in customer schedules or requirements, and
operational planning by either party.

Recent Accounting Pronouncements

SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets were issued in June 2001. SFAS 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. There are also transition provisions that apply to certain
business combinations completed before July 1, 2001. SFAS 142, which becomes
effective for the Company on January 1, 2002, includes requirements to test
goodwill and indefinite-lived intangible assets for impairment rather than
amortize them. The Company does not, however, currently carry any goodwill or
indefinite-lived intangible assets on its balance sheet. The Company does not
believe that these new standards will have a material effect on its financial
statements.

Forward Looking Statements

This Quarterly Report contains forward-looking statements within the meaning of
the Safe Harbor provisions of the Private Securities Litigation Reform Act of
1995, such as statements of the Companys plans, objectives, expectations and
intentions, that involve risks and uncertainties that could cause actual
results to differ materially from those discussed in such forward looking
statements. The forward looking statements contained in this document involve
risks and uncertainties that may affect the Companys operations, markets,
products, services, prices and other factors, as more fully discussed elsewhere
and in other Company filings with the U.S. Securities and Exchange Commission.
These risks and uncertainties include, but are not limited to, economic, legal,
governmental, environmental and technological factors, as well as competitive
pricing and market conditions, customer concentration, foreign currency risk,
and the Companys continuing ability to acquire adequate and reasonably priced
inventory, successfully manage rapid growth, meet increasing requirements for
capital, and successfully develop Hawker UK into a profitable operation. There
can be no assurance that future developments affecting the Company will be
those anticipated by management. Because of the factors listed above, as well
as other factors beyond the control of the Company, actual results may differ
from those in the forward looking statements. The Company undertakes no
obligation to update or revise any forward-looking information, whether as a
result of new information, future developments, or otherwise.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk refers to the potential effects of unfavorable changes in certain
prices and rates on the Companys financial results and condition, primarily
foreign currency exchange rates and interest rates on borrowings. The Company
does not utilize derivative instruments in managing its exposure to such
changes.

Foreign Currency Risk.  The Company has foreign operations in the UK and the
Netherlands, and also conducts business with customers in many other countries
worldwide. These activities may generate gains and losses as a result of
currency fluctuations, and may require translation adjustments to the value of
certain assets in the Companys foreign operations. Foreign currency exchange
rates could also cause the Companys services to become relatively more
expensive in particular countries, leading to a reduction in revenue in that
country.

The Company reduces foreign currency risk by generally requiring that customers
pay for the services of the Companys foreign operating units in the currency
of the country where the operating unit is located. The Company periodically
exchanges material sums of money between the operating units.

If the US dollar strengthens against the British pound, Hawker UK sales will
provide less consolidated revenue. A strong dollar also increases material
costs for Hawker UK, which purchases a significant portion of its materials
from US suppliers. In addition, the value of the Companys intercompany
receivables from Hawker UK will become less valuable. The Company is currently
considering hedging strategies to mitigate exchange rate fluctuations in this
currency.



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HAWKER PACIFIC AEROSPACE

Interest Rate Risk.  The Companys debt facilities carry interest rates that
vary in accordance with the SONIA and US/UK LIBOR. The Company is subject to
potentially material fluctuations in its debt service as these market rates
change. The extent of this risk is not quantifiable or predictable.




PART II  OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits



| | 10.57 |  | Revolving Credit Facility Agreement between Hawker US, Hawker UK
and LHT, dated June 8, 2001                   
| | ----- |  | ---------------------------------------------------------------------------------------------------------------
|
| | 10.58 |  | Cooperation Agreement and General Supporting Contract between
Hawker US, Hawker UK and LHT, dated July 11, 2001

(b)  Form 8-K

No reports were filed on Form 8-K during the quarter ended June 30, 2001.




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.



|                    |                          |                                             
|------------------- | ------------------------ | --------------------------------------------
|                    | HAWKER PACIFIC AEROSPACE
|                    |                          |                                             
|                    |                          |                                             
|Date: July 27, 2001 | By                       | /s/ Philip M. Panzera                       
|                    |                          |                                             
|                    |                          | Philip M. Panzera                           
|                    |                          | Executive Vice President                    
|                    |                          | (Principal Financial and Accounting Officer)



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