UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2005

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 000-23277

CITIZENS BANCORP/OR

275 Southwest Third Street
Corvallis, Oregon 97339
(Address of principal executive offices)

(541) 752-5161
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ X o NO

Indicate whether the Registrant is an accelerated filer as defined by Exchange Act Rule 12b-2. YES o NO þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

4,660,464 shares as of April 30, 2005, no par value.

CITIZENS BANCORP
FORM 10-Q
MARCH 31, 2005
INDEX

PART I FINANCIAL INFORMATION

ITEM 1

See accompanying notes

1

See accompanying notes

2

See accompanying notes

3

See accompanying notes

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1.	BASIS OF PRESENTATION

The interim condensed consolidated financial statements include the accounts of Citizens Bancorp (“Bancorp”), a bank holding company and its wholly owned subsidiary, Citizens Bank (“Bank”) after elimination of intercompany transactions and balances. Substantially all activity of Citizens Bancorp is conducted through its subsidiary bank.

The interim financial statements are unaudited but have been prepared in accordance with accounting principles generally accepted in the United States of America for interim condensed financial information and with instructions to form 10-Q. Accordingly, the condensed interim financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments consisting only of normal recurring accruals necessary for a fair presentation for the interim periods included herein have been made.

The interim condensed consolidated financial statements should be read in conjunction with the December 31, 2004 consolidated financial statements, including notes there to, included in Bancorp’s 2004 Annual Report to shareholders. The results of operations for the three months ended March 31, 2005, are not necessarily indicative of the results which may be obtained for the full year ending December 31, 2005.

2.	USE OF ESTIMATES IN THE PREPARATION OF FINANCIALS

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

3.	SHAREHOLDERS’ EQUITY AND NET INCOME PER COMMON SHARE

The Board of Directors declared a $.46 per share dividend to Bancorp shareholders of record on November 16, 2004 payable on January 10, 2005. Through the Dividend Reinvestment Plan (DRIP), 31,614 shares were purchased at a price of $17.37 per share.

Basic earnings per share are based on the average number of common shares outstanding, assuming no dilution. Diluted earnings per common share are computed assuming the exercise of stock options.

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4.	STOCK-BASED COMPENSATION

The Company has a stock-based employee compensation plan. The Company applies the recognition and measurement principles of APB No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, no stock-based compensation cost is reflected in net income as all options granted under this plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation to stock based employee compensation.

(Dollars in thousands, except per share amounts)

5.	CONTINGENCIES

Unfunded loan commitments totaled $47.9 million as of March 31, 2005 and $44.5 million as of December 31, 2004.

4.	RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has issued Statement No. 123(Revised), “Share-Based Payment” (FAS 123®). This Statement establishes standards for accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments, or that may be settled by the issuance of those equity instruments. Statement No. 123® covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. FAS123® replaces existing requirements under FASB Statement No. 123, Accounting for Stock-Based Compensation, and eliminates the ability to account for share-based compensation transactions using APB Opinion No 25, Accounting for Stock Issued to Employees. For the Company, the Statement is effective for the interim reporting period beginning December 15, 2005. Adoption of the Standard will impact the consolidated financial statements by requiring compensation expense to be recorded for grants after the effective date and the unvested portion of stock options, which have been granted.

On September 30, 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (FSP) Emerging Issues Task Force (EITF) Issue No. 03-1-1 delaying the effective date of paragraphs 10-20 of EITF 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”, which provides guidance for determining the meaning of “other-than-temporarily impaired” and its application to certain debt and equity securities within the scope of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, and investments accounted for under the cost method. The guidance requires that investments which have declined in value due to credit concerns or solely due to changes in interest rates must be recorded as other-than-temporarily impaired unless the Company can assert and demonstrate its intention to hold the security for a period of time sufficient to allow for a recovery of fair value up to or beyond the cost of the investment which might mean maturity. The delay of the effective date of EITF 03-1 will be superseded concurrent with the final issuance of proposed FSP Issue 03-1-a. Proposed FSP Issue 03-1-a is intended to provide implementation guidance with respect to all securities analyzed for impairment under paragraphs 10-20 of EITF 03-1. Management continues to closely monitor and evaluate how the provisions of EITF 03-1 and proposed FSP Issue 03-1-a will affect the Company.

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

In addition to historical information, this report contains certain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. This statement is included for the purpose of availing Bancorp the protection of the safe harbor provisions of this Act. The forward looking statements contained in this report are subject to factors, risks and uncertainties that may cause actual results to differ materially from those projected. Factors that might result in such material difference include, but are not limited to economic conditions, the regulatory environment, rapidly changing technology, new legislation, competitive factors, the interest rate environment and the overall condition of the banking industry. Forward looking statements can be identified by such words as “estimate”, “believe”, “expect”, “intend”, “anticipate”, “should”, “may”, “will”, or other similar words or phrases. Although Bancorp believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurances that such expectations will prove to have been correct. Readers are therefore cautioned not to place undue reliance on such forward looking statements, which reflect management’s analysis only as of the date of the statement. Bancorp does not intend to update these forward-looking statements other than in its periodic filings under applicable security laws.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are defined as those that include significant judgments and uncertainties, and could potentially result in materially different results under various assumptions and conditions. Bancorp believes that its most critical accounting policy upon which financial condition depends, and which involves the most complex or subjective decisions or assessments is the Allowance for Loan Losses. Arriving at an appropriate level of allowance for loan losses involves a high degree of judgment. Bancorp’s allowance for loan losses provides for probable losses based upon evaluations of known and inherent risks in the loan portfolio. Management uses historical information, national statistics relating to the probability of loss, and the prevailing business environment to assess the adequacy of the allowance for loan losses. In addition, the adequacy of the allowance is reviewed no less than quarterly in conjunction with a concurrent analysis of specific problem credits in the portfolio, both in terms of risk trending and the likelihood of default. The allowance for loan losses may be affected by changing economic conditions and various external factors in ways currently unforeseen. The allowance for loan losses is increased by provisions for loan losses and by recoveries of loans previously charged-off and reduced by loans charged-off.

OVERVIEW

Citizens Bank (“the Bank”) was chartered October 1, 1957 (charter #333) by the State of Oregon as a commercial bank. Since its beginning with a single office in Corvallis, Citizens Bank has expanded to an additional nine locations in the five counties of Benton, Linn, Lane, Polk, and Yamhill. Branches are located in the communities of Corvallis, Philomath, Albany, Junction City, McMinnville, Harrisburg, Dallas, and Springfield.

Citizens Bancorp (“Bancorp”), an Oregon Corporation and financial holding company, was formed in 1996 for the purpose of becoming the holding company of Citizens Bank. Bancorp is headquartered in Corvallis, Oregon. Its principal business activities are conducted through its full-service, commercial bank subsidiary, Citizens Bank.

Bancorp operates through a two-tiered corporate structure. At the holding company level the affairs of Bancorp are overseen by a Board of Directors elected by the shareholders of Bancorp at the annual meeting of shareholders. The business of the Bank is overseen by a Board of Directors elected by Bancorp, the sole owner of the Bank. As of the date of this Form 10-Q the respective members of the Board of Directors of the Bank and the Board of Directors of Bancorp are identical.

Bancorp’s culture focuses on the tenets of collaborative leadership, branch autonomy, assertive business development, a positive working environment, a commitment to the community, outstanding customer service, and relationship banking. Management believes that a healthy culture together with a progressive management style will result in constantly improved shareholder value.

Bancorp’s primary goal is to improve shareholder value through increased earnings while maintaining a high level of safety and soundness. Bancorp is committed to independence and long-term performance strategies.

The long-term benefit to Bancorp of its cultural and management style is consistent growth and development of the Bank over time. Risk levels have been greatly reduced because of expertise in loan, investment, operational, and human resource management.

Bancorp’s primary market focus is to provide commercial bank services to businesses, professionals, and individuals. Bancorp emphasizes the development of meaningful customer relationships and a high level of service. Its employees are well-trained banking professionals who are committed to these objectives.

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The Bank offers deposit accounts, safe-deposit boxes, consumer loans, commercial loans, agricultural loans, and commercial and residential real estate loans. Commercial loans include operating lines of credit, equipment and real estate financing, capital needs, and other traditional financing products.

The Bank has a growing emphasis in financing farm operations, equipment, and property. The Bank has also emphasized loans to professionals with its professional line of credit products. The Bank’s loan portfolio has some concentrations in real estate secured loans, primarily commercial properties. The Bank also operates a small residential mortgage loan origination department that originates loans and sells them into the secondary market.

Deposit products include regular and “package” checking accounts, savings accounts, certificates of deposit, money market accounts, and IRA accounts. The Bank offers debit cards, check guarantee cards, and ATM cards as well as credit cards as part of its retail banking services.

The Bank offers extended banking hours in selected locations as well as Saturday banking. ATM machines are also available at ten (10) locations offering 24-hour transaction services, including cash withdrawals, deposits, account transfers, and balance inquiries. The Bank also offers its customers a 24-hour automated telephone service that offers account transfers and balance inquiries. The Bank’s on-line banking product offers services to both individuals and business account customers. Business customers have a comprehensive cash management option. All online users have the availability of the “bill payment” feature. The Bank expects to continually enhance its on-line banking product while maintaining its quality “people to people” customer service. Citizens on-line banking can be reached at www.CitizensEBank.com.

The Bank began offering health savings accounts to customers with high deductible medical plans in August 2004. The Bank has found this deposit product to be mutually beneficial to the customer and to the Bank.

Bancorp reported net income of $1,328,000 for the first three months ended March 31, 2005 or $.29 per common share, compared to net income of $1,016,000 or $.22 per common share for the same period in 2004.

LOAN PORTFOLIO

The composition of the loan portfolio, including loans held for sale, was as follows (in thousands):

Transactions in the allowance for credit losses were as follows for the three months ended March 31:

It is the policy of the Bank to place loans on nonaccrual after they become 90 days past due unless the loans are well secured and in the process of collection. The Bank may place loans that are not contractually past due or that are deemed fully collateralized on nonaccrual status as a management tool to actively oversee specific loans.

Loans on non-accrual status as of March 31, 2005 and December 31, 2004 were approximately $1,654,000 and $6,190,000 respectively. There were no loans past due 90 days or more on which the Bank continued to accrue interest at March 31,

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2005 and at December 31, 2004. There were no loans with modified terms as of March 31, 2005. Non-performing assets (defined as loans on non-accrual status and loans past due 90 days or more) are deemed by management to have adequate collateral or have specific reserves set aside to cover potential losses.

Two loans constitute the majority of approximately $1,654,000 in non-accrual loan status as of March 31, 2005. Both loans totaling approximately $1,589,000 are farm loans. One loan is in foreclosure and management believes the collateral is adequate to cover the loan balance. The other loan is being reduced from a sale of property with the balance being restructured into a workout loan. Collateral is adequate to cover the loan and management believes this loan will be paid out at the end of the workout period.

INVESTMENT SECURITIES

The amortized cost and estimated book value of the investment securities held by the Bank, including unrealized gains and losses, at March 31, 2005 and December 31, 2004, are as follows (in thousands):

MATERIAL CHANGES IN FINANCIAL CONDITION

Changes in the balance sheet for the three months ended March 31, 2005 include a decrease in total assets, primarily in interest bearing deposits in banks, and a decrease in liabilities primarily in time deposits, repurchase agreements, and other liabilities. The Bank experienced an increase in loans and a slight decrease in deposits.

At March 31, 2005, total assets decreased 1.0% or approximately $3,345,000 as compared to total assets at December 31, 2004. Major components of the change in assets were:

-	$.9 million decrease in cash and due from banks
-	$6.5 million decrease in interest bearing deposits in banks
-	$1.3 million decrease in securities available for sale
-	$11.1 million increase in net loans

Loans were generally made to customers within Bancorp’s market area. The increases in loans were primarily funded by cash, interest bearing deposits, and matured securities. Management believes the economic conditions in its market areas have been slowly improving which, along with continuing market penetration, has contributed to the loan growth as of March 31, 2005 as compared to December 31, 2004. The Bank has a history of minimal loan charge-offs due to its exceptional underwriting policies, standards, and loan review processes. The Bank’s loan officers are actively calling and management anticipates that the loan portfolio will continue to grow in 2005 with high quality loans that are appropriately priced.

The Company experienced a decrease in deposits and repurchase agreements. Other liabilities decreased which was due primarily to the payment of the cash dividend during the three months ended March 31, 2005. Major components of the change in liabilities were:

-	$3.2 million decrease in demand deposits
-	$4.9 million increase in savings and interest bearing deposits
-	$2.1 million decrease in time certificates of deposits
-	$3.8 million decrease in repurchase agreements
-	$2.1 million decrease in other liabilities, due to the payment of the cash dividend to shareholders

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Total demand deposits decreased as of March 31, 2005 when compared to December 31, 2004. Management believes this to be within the normal range of the day to day fluctuation in customer demand deposits. Management anticipates deposits to grow in 2005 as it penetrates its market areas through business development.

Repurchase deposits decreased by approximately $3.8 million. The majority of these funds were transferred into money market accounts by one large customer. The increase in savings and interest bearing deposits was a result of this transfer from repurchase accounts and to growth in interest bearing demand balances.

The decrease in time certificates of deposits was a result of management’s decision not to pay above-market rates for time deposits in competition with other financial institutions when liquidity was well within its established asset-liability management guidelines. The decrease in other liabilities is attributable to the payment of the cash dividend.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

Bancorp reported net income of approximately $1,328,000 or $.29 per common share, for the three months ended March 31, 2005, compared to net income of approximately $1,016,000 or $.22 per common share, for the same period in 2004. This represents an increase in net income of 30.7%. The increase during this period was largely attributable to an increase in interest income on loans as a result of loan growth.

Total interest income increased approximately $640,000 or 17.3% for the three months ended March 31, 2005 as compared to the same period in 2004. The change for the three-month period was primarily a result of an increase in interest income on loans and security investments available for sale and the recovery of approximately $140,000 in interest from a non-accrual loan that paid off in early January 2005. The increase in loan interest income was mainly attributable to the growth in the loan portfolio as compared to the same period in 2004.

Total interest expense increased approximately $193,000 or 48.9% for the three months ended March 31, 2005 as compared to the same period in 2004. The increase in interest expense on deposits was the result of higher interest rates paid on deposits compared to the same period in 2004. The effect of the increase was greater despite a decreased level of interest bearing deposits. Interest expense on repurchase agreements increased as a result of the higher interest rate paid on those accounts compared to the same period in 2004.

Net interest income for the three months ended March 31, 2005 increased $491,000 or 15.0% from the comparable period in 2004. The increase was mainly the result of the increase in interest income on loans and due to increased loan volumes as compared to the same period in 2004.

Total non-interest income increased approximately $38,000 or 3.7% for the three months ended March 31, 2005 as compared to the same period in 2004. The primary increases resulted from the growth in Bankcard income as a result of volume increases. The decrease in service charges was primarily attributed to the loss of service charge income from the Veneta branch deposit accounts, which were sold in September 2004. The Bank also experienced lower mortgage fee income due to the slow down in the mortgage business as compared to the same period in 2004.

Total non-interest expense increased $15,000 or .6 percent for the three months ended March 31, 2005, as compared to the same period in 2004. Non-interest expense increased as a result of routine adjustments in staff salaries and benefits. The increase in salary and benefit expense was mitigated by the reduction in the number of employees as a result of the Veneta branch sale and an increase in loan origination fees accounted for under FASB91 as a result of the increase in loan volume. Non-interest expense increased in Merchant Bankcard as a result of increases in volume and the number of merchant accounts.

CREDIT LOSS PROVISION

The Bank maintains an allowance for credit losses on loans that occur from time to time as an incidental part of the business of banking. The allowance is increased by provisions charged to earnings and by recoveries on loans previously charged off, and is reduced by loan charge offs.

During the first three months ended March 31, 2005, the Bank funded the allowance for credit losses $33,000 from operations as compared to $44,000 for the same three-month period of 2004. The Bank decreased the provision for credit losses for the three month period in 2005 as compared to the same period in 2004, based on its analysis of delinquencies, loan types, loan classifications, and other factors affecting the loan portfolio at March 31, 2005. The Bank experienced $111,000 in credit losses and no recoveries for the three months ended March 31, 2005 and $4,000 in net losses and no recoveries for the same period ended March 31, 2004. Historically, the Bank’s loan charge-off levels have been very low compared to its peers. Management believes that the allowance for credit losses at March 31, 2005 of $2,712,000 or 1.21% of total loans is adequate.

The provision for credit losses represents charges made to operating expenses to maintain an appropriate allowance for credit losses. Management considers various factors in establishing an appropriate allowance. These factors include an assessment of the financial condition of the borrower, a determination of the borrower’s ability to service the debt from cash flow, a conservative assessment of the value of the underlying collateral, the condition of the specific industry of the borrower,

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the economic health of the local community, a comprehensive analysis of the levels and trends of loan types, and a review of past due and classified loans.

It is Bank policy that once each quarter, Bank management makes recommendations to the Board regarding the adequacy of the Bank’s allowance for credit losses at quarter end and the amount of the provision that should be charged against earnings for the next three months. Management’s recommendations are based on an internal loan review process to determine specific potential loss factors on classified loans, risk factor of loan grades, historical loss factors derived from actual net charge-off experience, trends in non-performing loans and other potential risks in the loan portfolio such as industry concentration, the local economy and the volume of loans.

Management uses a loan grading system wherein loan officers assign a risk grade to each of their loans at inception and at intervals based on receipt of financial information, renewal, or when there is an indication that a credit may have improved or weakened. The risk grades in the loan portfolio are used in determining a factor that is used in analyzing the adequacy of the reserve for credit losses.

The Bank’s policy is to charge off loans when, in management’s opinion, the loan or a portion of the loan is deemed uncollectible following a concerted collection effort. Management continues to pursue collection after a loan is charged-off until all possibilities for collection have been exhausted.

LIQUIDITY AND CAPITAL RESOURCES

Bancorp’s subsidiary, the Bank, has adopted policies to maintain a relatively liquid position to enable it to respond to changes in the Bank’s financial environment. Generally, the Bank’s major sources of liquidity are customer deposits, sales and maturities of securities, the use of borrowing lines with correspondent banks including Federal Home Loan bank borrowings, loan repayments and net cash provided by operating activities.

The analysis of liquidity should also include a review of the changes that appear in the consolidated statement of cash flows for the first three months of 2005. The statement of cash flows includes operating, investing and financing categories. Operating activities include net income that is adjusted for non-cash items and increases or decreases in cash due to certain changes in assets and liabilities. Investing activities consist primarily of both proceeds from maturities and purchases of securities, and the net growth in loans. Financing activities present the cash flows associated with the Bank’s deposit accounts and repurchase agreements.

Management believes that the Bank’s existing sources of liquidity will enable the Bank to fund its requirements in the normal course of business.

As of March 31, 2005, shareholders’ equity totaled $40,183,000 as compared to $38,401,000 at December 31, 2004, an increase of 4.6%. This increase in equity was primarily due to the Company’s net income.

The total number of shares of Bancorp’s common stock that may be issued upon the exercise of all options granted under the Incentive Stock Option Plan may not exceed in the aggregate four percent (4%) of Bancorp’s issued and outstanding shares of common stock. As of April 30, 2005 the maximum number of shares issuable under the Incentive Stock Option Plan was 181,460 shares. As of April 30, 2005, options for 179,077 shares had been granted, options for 15,938 shares exercised, and options for 17,244 shares expired under this Plan.

The total number of shares of Bancorp’s common stock that may be issued under the Stock Bonus Plan may not exceed in the aggregate one percent (1%) of Bancorp’s issued and outstanding shares of common stock. As of April 30, 2005 the maximum number of shares issuable under the Stock Bonus Plan was 45,365 shares. As of April 30, 2005, 235 shares had been issued under this Plan.

Capital ratios for Citizens Bancorp and Citizens Bank were as follows as of the dates indicated:

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ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest rate, credit, and operations risks are the most significant market risks impacting the Bank’s performance. The Bank relies on loan review, prudent loan underwriting standards and an adequate allowance for credit losses to mitigate credit risk.

The Bank uses an asset/liability management simulation model to measure interest rate risk. The model quantifies interest rate risk through simulating forecasted net interest income over a 12 month time period under various rate scenarios, as well as monitoring the change in the present value of equity under the same rate scenarios. The present value of equity is defined as the difference between the market value of current assets less current liabilities. By measuring the change in the present value of equity under different rate scenarios, management is able to identify interest rate risk that may not be evident in simulating changes in forecasted net interest income.

The Bank is currently slightly asset sensitive, meaning that interest bearing assets mature or reprice more quickly than interest earning liabilities in a given period. An increase or decrease in market rates of interest will not materially impact net interest income.

It should be noted that the simulation model does not take into account future management actions that could be undertaken if there were a change in actual market interest rate during the year. Also, certain assumptions are required to perform modeling simulations that may have significant impact on the results. These include assumptions regarding the level of interest rates and balance changes on deposit products that do not have stated maturities. These assumptions have been developed through a combination of industry standards and future expected pricing behavior. The model also includes assumptions about changes in the composition or mix of the balance sheet. The results derived from the simulation model could vary significantly by external factors such as changes in the prepayment assumptions, early withdrawals of deposits and competition. Management has assessed these risks and believes that there has been no material change since December 31, 2004.

ITEM 4. CONTROLS AND PROCEDURES

	(a)	Evaluation of Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Section 13(a)-15(e) and 15d-15(e)) of the Securities Exchange Act of 1934 was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of the period covered by this quarterly report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (1) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (2) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
	(b)	Changes in Internal Controls: There were no significant changes in the Company’s internal controls or in other factors that could significantly affect the Company’s internal controls subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such controls requiring corrective actions. As a result, no corrective actions were taken.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

               None

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASE OF EQUITY SECURITIES

               Changes in Securities – None to be reported

               Use of Proceeds – None to be reported

               Issuer Purchase of Equity Securities – None to be reported

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

               None

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

               None

ITEM 5. OTHER INFORMATION

               None

ITEM 6. EXHIBITS

(a) Exhibits

		31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
		31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
		32.1 Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
		32.2 Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

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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.

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