<PAGE>

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

                                   FORM 10-KSB

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the Nine Months ended: SEPTEMBER 30, 2002

[ ]      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: 33-3378-D

                 SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                       (FORMERLY COVINGHAM CAPITAL CORP.)
             (Exact name of Registrant as specified in its charter)

         DELAWARE                                                51-0401125
State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

                   5922-B FARNSWORTH COURT, CARLSBAD, CA 92008
               (Address of principal executive offices) (Zip Code)

                                 (760) 918-1860
              (Registrant's telephone number, including area code)


         Securities Company pursuant to Section 12(b) of the Act:      None

         Securities registered pursuant to Section 12(g) of the Act:   None

         Check whether the issuer: (1) filed all reports required to be filed by
Section 12 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X ] No [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         The issuer's revenues for the nine months ended September 30, 2002 were
$0.00.

         As of December 31, 2002, there are approximately 1,395,748 shares of
common voting stock of the Company held by non-affiliates. The Company's stock
is not quoted and there is no "established public market" for shares of common
voting stock of the Company, so the Company has arbitrarily valued these shares
based on $0.001 par value per share.

         As of December 31, 2002, there were 15,683,004 shares of the Company's
Common Stock outstanding. Documents Incorporated by Reference: See Exhibit List.

         Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]

<PAGE>

                 SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.

                                   FORM 10-KSB

                    For Nine Months Ended September 30, 2002

                                                                            Page
                                                                            ----
                                     PART I
                                     ------

Item 1.  Description of Business.............................................. 3

Item 2.  Description of Properties............................................16

Item 3.  Legal Proceedings ...................................................16

Item 4.  Submission of Matters to a Vote of Security Holders .................17

                                     PART II
                                     -------

Item 5.  Market for Common Equity and Related Stockholder Matters.............17

Item 6.  Management Discussion and Analysis or Plan of Operation .............19

Item 7.  Financial Statements ...............................................F-1

Item 8.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosures ...........................................22

                                    PART III
                                    --------

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act ...................22

Item 10. Executive Compensation ..............................................24

Item 11. Security Ownership of Certain Beneficial Owners and Management.......25

Item 12. Certain Relationships and Related Transactions ......................26

Item 13. Controls and Procedures..............................................27

Item 14. Exhibits and Reports on Form 8-K ....................................28

Signatures ...................................................................29


                                     Page 2
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                                     PART I
                                     ------

ITEM 1.  DESCRIPTION OF BUSINESS

         (a)      GENERAL DEVELOPMENT OF BUSINESS.
                  --------------------------------

         Sub Surface Waste Management of Delaware, Inc. (the "Company") was
organized under the laws of the State of Utah on January 30, 1986, as Covingham
Capital Corporation, to engage in any lawful business. The Company filed a
Registration Statement of Form S-18 with the Securities and Exchange Commission
which became effective on November 10, 1986. Pursuant to such Registration
Statement and the Prospectus, the Company offered to the public a maximum of
6,000,000 shares and a minimum of 2,000,000 shares of its common stock at $0.05
per share. The offering closed with the minimum number of shares having been
sold.

         The Company was originally formed to seek the acquisition of assets,
property or business that may benefit itself and its shareholders.

         On July 31, 1987, the Company and Consumer Products Source, Inc., a
Delaware corporation ("CPS"), entered into an Agreement and Plan of
Reorganization dated July 31, 1987 (the "Reorganization Agreement") whereby CPS
was to become a wholly owned subsidiary of the Company. On September 14, 1987,
in connection therewith, the Company issued 11,163,648 restricted shares of its
common stock, $0.001 par value, to CPS's shareholders, in exchange for all of
the issued and outstanding shares of CPS. The Company also issued an additional
970,716 restricted shares for services rendered in conjunction with the CPS
acquisition and operations of the Company.

         CPS which held a license agreement for the sale of various consumer
products intended on continuing to sell consumer products to bicycle dealers and
other related businesses, as it was previously operated.

         Pursuant to the terms of the Reorganization Agreement, on the closing
date, Messrs. Bill Covin, Jay Bingham, Lance Bingham and Kenneth D. Murri,
resigned as officers and directors of the Company. Messrs. Thomas V. Walker,
Norman W. Mead, Charles McGill, Lance Bingham and Kenneth D. Murri were
subsequently elected as directors of the Company, and the newly elected
directors in turn electing Mr. Thomas V. Walker as President and CEO, Mr. Norman
W. Mead as Vice President, Mr. Charles McGill as Secretary and Mr. Kenneth D.
Murri as Treasurer.

         On March 1, 1988, the Company was involuntarily dissolved by the State
of Utah, for failure to file its annual reports and maintain a registered agent
in the State.

         On September 26, 1988 Thomas V. Walker resigned as an officer and
director of the Company.

         In October 1988, CPS ceased operations and on November 11, 1988, CPS,
the wholly owned subsidiary of the Company was involuntarily suspended by the
California Franchise Tax Board.

         Between October 1988 through February 1998, the Company resumed its
original business direction of seeking a merger, reverse acquisition or other
defined change in control agreement which would be in the best interests of the
Company's shareholders. The Company entertained several proposals and entered
into a letter of intent on September 28, 1995 with American Capital Investors
Corporation ("ACIC") under which ACIC would acquire the Company.

                                     Page 3
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         For various reasons, the Company and ACIC determined not to proceed to
complete the transactions contemplated in the letter of intent. As a result of
the conclusion of the relationship with ACIC, the Registration was left with
virtually no funds and no pending prospects for developing business
relationships with other companies.

         The Company did not file any periodic reports with the Securities and
Exchange Commission subsequent to the Form 8-K filed November 10, 1987 and the
quarterly Report on Form 10-Q for the quarter ended March 31, 1988.

         In February 1998, Lance Bingham and Kenneth D. Murri resigned as
officers and directors of the Company leaving Norman W. Mead as the sole office
and director. Mr. Mead appointed George G. Chachas as a director and Vice
President.

         On February 26, 1998, Norman W. Mead resigned as an officer and
director of the Company, leaving George G. Chachas, as the sole officer and
director.

         On June 9, 1999, Gregory J. Chachas and James Franklin were appointed
to the Board of Directors by the Company's then sole director, George G.
Chachas, and Gregory J. Chachas was elected as Vice President of the Company.

         On July 15, 1999, the Company filed an Application for Reinstatement
with the State of Utah and the Company was reinstated on August 24, 1999.

         On September 21, 1999, in consideration for legal and consulting
services valued at $10,000.00 provided by Gregory J. Chachas in the
reinstatement of the Company, the Company issued 10,000,000 restricted shares of
its common stock, $0.001 par value per share to Gregory J. Chachas,
Additionally, in consideration for the capital contribution of $10,000.00 in
cash and expenses paid on behalf of the Company by Gregory J. Chachas, the
Company issued an additional 10,000,000 restricted shares of its common stock to
Gregory J. Chachas.

         On September 22, 1999, George G. Chachas purchased 4,283,950 shares of
common stock of the Company from Norman W. Mead, a former officer and director
of the Company.

         On September 25, 1999, the Company restated its By-laws in its
entirety.

         On November 24, 1999, George G. Chachas and James E. Franklin, resigned
as officers and directors of the Company and Ray Cottrell and David Nielson were
appointed to the Board of Directors by the Company's then sole director Gregory
J. Chachas.

         On February 8, 2000 and February 18, 2000, respectively, Mr. Ray
Cottrell and David Nielson, resigned as directors of the Company, when Mr.
Gregory Chachas became the sole officer & director.

         On April 14, 2002, at the Annual Meeting, the shareholders approved a
reincorporation in Delaware through a merger of Covingham Capital Corp., a Utah
Corporation (the "Company") with and into its wholly owned subsidiary, Covingham
Capital Corp., a Delaware corporation ("Covingham Delaware") . The
reincorporation became effective on April 20, 2002, and effected only a change
in the legal domicile of the Company. It did not result in any change of the
name, business, management, employees, fiscal year assets or liabilities of the
Company.

                                     Page 4
<PAGE>

         On October 21, 2002, Gregory J. Chachas, the sole officer and director
of the Corporation entered into an agreement to sell 2,100,000 of the 2,573,800
shares he owned to USM Capital Group, Inc. In continued efforts to locate an
acquisition or merger candidate, the Company also entered into a consulting
agreement with Sol Tech Corporation whereby the Company issued 800,000 shares of
restricted common stock at the price of $0.05 per share. The result was that Sub
Surface Waste Management of Delaware, Inc., became a 56.3% owned subsidiary of
U.S. Microbics, Inc., the parent Company of both USM Capital Group, Inc., and
Sol Tech Corporation.

         On October 24, 2002, Robert Brehm was appointed by the Board of
Directors as the sole director of the Company and Gregory J Chachas resigned as
an officer and director.

         On December 5, 2002, the Company filed a Form S-8 to register 500,000
shares of common stock to be issued at $0.10 per share as part of the Employee
Stock Incentive Plan for the year ended 2002 and the Non-employee Directors and
Consultants Retainer Stock Plan for the year 2002. Subsequent to September 30,
2002, the Company issued all of the shares for services valued at $50,000.

         On December 10, 2002, the Board of Directors authorized a change in the
Company's Articles of Incorporation to change from a fiscal period ending on
December 31 to September 30. Also, the Articles of Incorporation were amended to
changed the Company's name to Sub Surface Waste Management of Delaware, Inc. and
is now authorized to issue 300,000,000 shares of common stock, par value $0.001
per share, and 50,000,000 shares of preferred stock, par value $0.001 per share.

         On December 13, 2002, the Company entered into a Capital Stock Exchange
Agreement with the stockholders of Sub Surface Waste Management, Inc. ("SSWM
Stockholders"). The SSWM Stockholders include the owners of all shares of the
issued and outstanding common stock of SSWM and holders of options to purchase
the Series A preferred stock of SSWM. The SSWM Stockholders agree to transfer
10,744,000 shares of SSWM common stock and 5,360,000 shares of SSWM preferred
stock in exchange for 10,744,000 shares of the Company's common stock and
5,360,000 shares of the Company's preferred stock. Additionally, the SSWM
holders of options to purchase Series A preferred stock of SSWM will exchange
their options for options to purchase the Series A preferred stock of the
Company.

         On December 13, 2002 with the Capital Stock Exchange Agreement with the
shareholders of Sub Surface Waste Management Inc., ("SSWM") became a wholly
owned subsidiary of the Company. SSWM has become the operating business entity
which the Company has been seeking over the past several years.

         On December 16, 2002, Robert C. Brehm resigned as President of the
Company. On that same date Bruce S. Beattie was elected as President and Chief
Executive Officer of the Company.


         (b)      NARRATIVE DESCRIPTION OF BUSINESS.
                  ----------------------------------

         SSWM's business is to combine engineering services, engineer and
execute ex-situ soil remediation projects using the BIO-RAPTOR(TM) technology
for all manner of hydrocarbon treatment and install and operate groundwater and
in-situ soil remediation systems it designs, installs and operates to remediate
all hydrocarbons. Treatment may be in-situ (in-ground), using wells and
subsurface injection/extraction points to administer the Company's proprietary


                                     Page 5
<PAGE>

microbial blends for bioremediation of various waste streams. The Company also
provides ex-situ (above ground) treatment services using its Bio-Raptor(TM)
system in conjunction with its proprietary microbial blends, providing direct
technical engineering consultation as needed. The Company's products consist of
unique collections of microbial cultures developed over a thirty-year period.
The Company has cultured specific microbial blends to address specific
identified wastes. The Company's in-house technicians work with assigned Project
Engineers to develop a site-specific engineered-remedial solution that will meet
or exceed regulatory agency requirements.

Some of the past uses of the Company's products and processes include, but are
not limited to, the following:

         o        in-situ bioremediation of underground contaminants in soil
                  and/or groundwater;
         o        ex-situ bioremediation of contaminants;
         o        Regeneration of spent granular activated carbons;
         o        On-site treatment systems for the reactivation of Granular
                  Activated Carbon.

The Company's remediation technologies, including those currently being
developed, meet the requirements of the various industries as well as the EPA
provisions for application of naturally occurring and non-genetically modified
microbes. Management believes that the Company's products and supporting
engineering services are superior to existing technologies and technology
providers in terms of energy efficiency, ease of manufacturing, breadth of
usefulness and cost. The Company's microbial products have received approval as
"relatively safe" from the U.S. Department of Agriculture, its highest rating.

Product/Service Profile

The SSWM BIO-RAPTOR(TM) is a patented bioremediation shredder, sprayer and
conveyor system for the cleanup of hydrocarbon contaminated soils. It treats
soil contamination on-site, reducing costs, increasing material treatment
surface area and aeration, reducing retention time, and lowering potential
liability through on-site treatment and the elimination of risks relating to
contaminant transportation and site downtime. The BIO-RAPTOR(TM) consists of the
Microbial Application System(TM) (MAS) which is comprised of the sprayer, pump
and activation system, and a separate shredder and conveyor system. The MAS can
be adapted to existing shredder/conveyor systems of prospective customers.

In addition to the above ground BIO-RAPTOR(TM) process, SSWM offers in-situ
treatment for hydrocarbon, including MTBE, reduction, a process that does not
require soil excavation, and a patent pending application for the reactivation
of spent granular activated carbon. The in-situ and BIO-RAPTOR(TM) processes for
waste decomposition use non-genetically-engineered blends of naturally-occurring
microbes, which are effective in hard-to-reach contaminated areas and/or
environmentally sensitive locations.

Customer Profile

SSWM deploys and licenses its technology and sells its products to customers
that utilized the Microbial Technology in the bioremediation and water treatment
industries. SSWM believes that many customers require natural
Pay-for-Performance solutions for "better-faster-cheaper-safer treatment. The
Company's representative clients include, UNOCAL, BARMAC (Brown & Root,
McDermott), BP-ARCO, Chevron, Allied Waste Company, American Industrial
Manufacturing Services (Denso North America), Attorneys Pepper Hamilton, LLP,


                                     Page 6
<PAGE>

Caratron Industries, Inc., Horsehead Industries. Signal Hill Petroleum, Global
Solutions, Inc. & Fletcher Oil Co., LLC, Hopkins Real Estate Group, The Arthur
Pearlman Group, Applied Technical Solutions, ATC Associates, Enviro-Sciences and
S&ME Consulting Engineers, ISE (InSinkErator), City of Chula Vista, CA,
MFG/Tetra Tech, Grupo Protexa de Mexico, and the South Carolina Department of
Health & Environmental Control.


Sales and Marketing

SSWM believes that it is well positioned to exploit numerous market
opportunities through the deployment of a Pay-for-Performance engineered
solutions utilizing the Microbial Technology as a replacement for conventional
technology only offered on a time and materials, no guaranteed results basis.

Marketing Plan

SSWM's marketing plan employs several strategies:

         DIRECT SALES BY SSWM EMPLOYEES. SSWM marketing personnel have
         identified, contacted and shipped products to U.S.-based companies in
         the oil refining, waste treatment, and hospitality industries. SSWM
         sells a technology-licensing package to interested companies, using
         exclusive and non-exclusive agreements depending upon the technology
         and geographic area licensed.

         INDEPENDENT LICENSEES/AGENTS. Independent licensees specialize in
         specific vertical geographical markets where products based on the
         Microbial Technology augment existing distributed products. As an
         additional revenue source, U.S. Microbics may distribute the products
         based on the Microbial Technology under territory licenses and sell
         them at wholesale to distributors.

Market Opportunities

SSWM plans to build sales both geographically and along product lines through
two strategies. First, SSWM plans to generate sales of its proposed products and
services based on the Microbial Technology in as many countries and product
lines as possible. Second, U.S. Microbics intends to develop additional
technologies for niche markets based on its existing technology and market such
technologies to existing and new customers.

Key Benefits

SSWM intends to add additional profitable niche opportunities for various
companies in the bioremediation, petroleum production, hazardous/toxic waste
reduction, municipal waste, and landfill mitigation markets. SSWM believes that
the key benefits of its products and services based on the Microbial Technology
include:

         o        proprietary mass production techniques that can be used in
                  third world countries;
         o        high "bug density count" offering efficient products;
         o        unique microbial cultures developed over multiple years;
         o        utilization of naturally occurring, non-genetically engineered
                  bacteria;
         o        environmentally friendly products and services that meet
                  governmental standards and are easy to apply;

                                     Page 7
<PAGE>

         o        efficient results at affordable prices;
         o        ease of shipment using regular carriers;
         o        potential for on-site growth of products for special
                  applications;
         o        applications of products by low skilled workers; and
         o        protected market opportunities through patent protection.

SSWM believes that the foregoing benefits affect significantly replacement,
retrofit and new applications in its identified markets. In addition, if new
applications in prospective markets become economically feasible, then SSWM will
offer these applications to companies that wish to exploit such opportunities.
SSWM believes that the products and services based on the Microbial Technology
and a Pay-for-Performance concept, when licensed and offered by SSWM, will
combine well with recent technological developments that have focused on
better-quicker-cheaper-safer applications that are environmentally friendly and
have high profit potentials.

The Company believes that its operations currently comply in all material
respects, with applicable federal, state and local laws, rules, regulations and
ordinances regarding the discharge of materials into the environment. We do not
believe that maintaining such compliance will have a material impact on its
capital expenditures, future earnings and competitive position. No material
capital expenditures for environmental control facilities presently are planned.
Although the environmental technology opportunities are numerous and U.S.
Microbics has shipped products and has licensed its technology, the ability to
finance, build and profitably manufacture the microbial blends has not yet been
achieved. U.S. Microbics' failure to operate such a plant in a profitable manner
could materially affect the financial results and the amount of capital required
to operate the business in the future.

Government Approvals

SSWM is not aware of any additional government approvals that are needed for its
products or services other than permits associated with the use of the
BIO-RAPTOR(TM) or remediation projects on a specific site. These permits may
include a conditional use permit, to compost or treat contaminated soil, and
permits for water usage, air quality, and toxic substances to be treated. The
lead-time for permits can vary from several weeks to a year or more depending on
site-specific circumstances.

         NUMBER OF EMPLOYEES.
         --------------------

The Company did not have any employees during the nine months ended September
30, 2002.


                                  RISK FACTORS

AN INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO
THE OTHER INFORMATION IN THIS REPORT, THE FOLLOWING RISK FACTORS SHOULD BE
CONSIDERED CAREFULLY IN EVALUATING THE COMPANY AND ITS BUSINESS. THIS REPORT
CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED. ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN
AS THEY ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING FUTURE
EVENTS OR FUTURE PERFORMANCE OF THE COMPANY. READERS ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH ARE ONLY PREDICTIONS
AND SPEAK ONLY AS OF THE DATE HEREOF. FORWARD-LOOKING STATEMENTS USUALLY CONTAIN
THE WORDS "ESTIMATE," "ANTICIPATE," "BELIEVE," "PLAN," "EXPECT," OR SIMILAR
EXPRESSIONS, AND ARE SUBJECT TO NUMEROUS KNOWN AND UNKNOWN RISKS AND
UNCERTAINTIES. IN EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS SHOULD
REVIEW CAREFULLY VARIOUS RISKS AND UNCERTAINTIES IDENTIFIED IN THIS REPORT,
INCLUDING THE MATTERS SET BELOW AND IN THE COMPANY'S OTHER SEC FILINGS. THESE
RISKS AND UNCERTAINTIES COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS. THE COMPANY
UNDERTAKES NO OBLIGATION TO UPDATE OR PUBLICLY ANNOUNCE REVISIONS TO ANY
FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR DEVELOPMENTS.

                                     Page 8
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RISK OF PENNY STOCK.

         It is planned that within the next 90 days the Company's common stock
will be deemed to be "penny stock" as that term is defined in Rule 3a51-1 of the
Exchange Act of 1934. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of an
issuer with net tangible assets less than US$2,000,000 (if the issuer has been
in continuous operation for at least three years) or US$5,000,000 (if in
continuous operation for less than three years), or with average annual revenues
of less than US$6,000,000 for the last three years.

         A principal exclusion from the definition of a penny stock is an equity
security that has a price of five dollars ($5.00) of more, excluding any broker
or dealer commissions, markups or markdowns. As of the date of this Annual
Report the Company's common stock is not listed or traded.

         If the Company's Common Stock were deemed a penny stock, section 15(g)
and Rule 3a51-1 of the Exchange Act of 1934 would require broker-dealers dealing
in the Company's Common Stock to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Potential investors in the Company's common
stock are urged to obtain and read such disclosure carefully before purchasing
any shares that are deemed to be "penny stock."

         Moreover, Rule 15g-9 of the Exchange Act of 1934 Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.

NO MARKET FOR COMMON STOCK.

         There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the
"NASD"); however, management does not expect any public market to develop until
such listing is approved by the NASD. In any event, no assurance can be given
that any market for the Company's common stock will develop or be maintained. If
a public market ever develops in the future, the sale of "unregistered" and
"restricted" shares of common stock pursuant to Rule 144 of the Securities and
Exchange Commission by the shareholders named under the caption "Recent Sales of
Unregistered Securities," below, may have a substantial adverse impact on any
such public market.

                                     Page 9
<PAGE>

OUR ABILITY TO CONTINUE OPERATIONS IS DEPENDENT ON A NUMBER OF FACTORS.

         Sub Surface Waste Management of Delaware, Inc. is a startup company
with a business plan based on microbial technology, engineering application
expertise and five years of operating experience. We have experienced annual
operating losses and negative operating cash flow since our changeover to an
environmental biotechnology firm in 1997.

         Accordingly, there can be no assurance that we will successfully
commercialize any products and services based on microbial technology or manage
the related manufacturing, marketing, sales, licensing and customer support
operations in a profitable manner. In particular, our prospects must be
considered in light of the problems, delays, expenses and difficulties
encountered by any company in the startup stage, many of which may be beyond our
control. These problems, delays, expenses and difficulties include unanticipated
problems relating to product development and formulation, testing, quality
control, production, inventory management, sales and marketing and additional
costs and competition, any of which could have a material adverse effect on our
business, financial condition and results of operations. There can be no
assurance that our products and services, can be successfully marketed or that
we will ever achieve significant revenues or profitable operations.

         Our ability to become profitable will depend on a variety of factors,
including the following:

         o        price, volume and timing of product sales;
         o        variations in gross margins on our products, which may be
                  affected by the sales mix and competitive pricing pressures;
         o        regulatory approvals for using our bioremediation products,
                  including permits for treatment sites, water quality permits,
                  air quality permits, and other permits as required by
                  particular jurisdictions;
         o        changes in our levels of research and development, including
                  the timing of any demonstration projects for regulatory
                  approval; and
         o        acquisitions of products, technology or companies; and
         o        our ability to obtain performance bonding when required.

         Our long-term success also will be affected by expenses, difficulties
and/or delays encountered in developing and selling microbial technology,
competition, and the often burdensome environmental regulations associated with
permitting hydrocarbon remediation sites.

WE WILL NEED ADDITIONAL FINANCING TO FULLY IMPLEMENT OUR BUSINESS PLAN, AND WE
CANNOT ASSURE YOU THAT WE WILL BE SUCCESSFUL IN OBTAINING SUCH FINANCING OR IN
CONTINUING OUR OPERATIONS.

         Since August 1997, we have focused our efforts on developing our
business in the environmental biotechnology sector. We will need to raise
additional capital to implement fully our business plan and continue to
establish adequate manufacturing, marketing, sales, licensing and customer
support operations. There can be no assurance that additional public or private
financing, including debt or equity financing, will be available as needed, or,
if available, on terms favorable to us. Any additional equity financing may be
dilutive to our stockholders and such additional equity securities may have
rights, preferences or privileges that are senior to those of our existing
common or preferred stock. Furthermore, debt financing, if available, will
require payment of interest and may involve restrictive covenants that could
impose limitations on our operating flexibility. Our failure to successfully
obtain additional future funding may jeopardize our ability to continue our
business and operations.

                                    Page 10
<PAGE>

OUR TECHNOLOGY HAS NOT GAINED FULL MARKET ACCEPTANCE, AND WE CANNOT ASSURE YOU
THAT IT EVER WILL.

         Our Microbial technology has not been fully utilized in any particular
market. Market acceptance of our products and services will depend in large part
upon our ability to demonstrate the technical and operational advantages and
cost effectiveness of our products and services as compared to alternative,
competing products and services, and our ability to train customers concerning
the proper use and application of our products. There can be no assurance that
our products and services will achieve a level of market acceptance that will be
profitable for us.

         Due to lack of market acceptance and other factors, we may not be able
to distribute our products through the retail channel via strategic
relationships with existing distributors and joint ventures enacted for domestic
and international business.

WE MAY BE SUBJECT TO FUTURE ENVIRONMENTAL LIABILITIES THAT COULD AFFECT OUR
RESULTS OF OPERATIONS OR FINANCIAL CONDITION.

         We are subject to federal, state and local laws and regulations
governing the use, manufacture, storage, handling and disposal of hazardous
materials and waste products. We currently maintain a supply of several
hazardous materials at our facilities. While we currently meet these
environmental requirements, there is no assurance that future laws and
regulations will not impose significant compliance costs. If there is an
accident, we could be held liable for any damages that result and the liability
could exceed our resources. In addition, the use of our BIO-RAPTOR(TM) requires
permits to treat contaminated soil. Permit issues may delay the implementation
and installation of our products, including the BIO-RAPTOR(TM) .

IF WE ARE UNABLE TO MANAGE FUTURE GROWTH, OUR BUSINESS MAY BE NEGATIVELY
AFFECTED.

         We are continuing to pursue a strategy of rapid growth, and plan to
expand significantly our manufacturing capability and devote substantial
resources to our marketing, sales, administrative, operational, financial and
other systems and resources. Such expansion will place significant demands on
our marketing, sales, administrative, operational, financial and management
information systems, controls and procedures. Accordingly, our performance and
profitability will depend on the ability of our officers and key employees to:

         o        manage our business and our subsidiaries as a cohesive
                  enterprise;
         o        manage expansion through the timely implementation and
                  maintenance of appropriate administrative, operational,
                  financial and management information systems, controls and
                  procedures;
         o        add internal capacity, facilities and third-party sourcing
                  arrangements as and when needed;
         o        maintain service quality controls; and
         o        attract, train, retain, motivate and manage effectively our
                  employees.

                                    Page 11
<PAGE>

         There can be no assurance that we will integrate and manage
successfully new systems, controls and procedures for our business, or that our
systems, controls, procedures, facilities and personnel, even if successfully
integrated, will be adequate to support our projected future operations. Any
failure to implement and maintain such systems, controls and procedures, add
internal capacity, facilities and third-party sourcing arrangements or attract,
train, retain, motivate and manage effectively our employees could have a
material adverse effect on our business, financial condition and results of
operations.

         In addition, we may incur substantial expenses identifying,
investigating and developing appropriate products and services based on
microbial technology in the global environmental, manufacturing, agricultural,
natural resource and other potential markets. There can be no assurance that any
expenditures incurred in identifying, investigating and developing such products
and services will ever be recouped.

WE MAY FACE STRONG COMPETITION FROM LARGER, ESTABLISHED COMPANIES.

         We likely will face intense competition from other environmental
companies, virtually all of which can be expected to have longer operating
histories, greater name recognition, larger installed customer bases and
significantly more financial resources, R&D facilities and manufacturing and
marketing experience than the Company. There can be no assurance that
developments by our current or potential competitors will not render our
proposed products or services obsolete.

         In addition, we expect to face additional competition from new entrants
into our targeted industry segments. As the demand for products and services
based on microbial technology grows and new markets are exploited, we expect
that competition will become more intense, as current and future competitors
begin to offer an increasing number of diversified products and services.

         Although we believe that we have certain technical advantages over
certain of our competitors, including, without limitation, the development of
technological innovations that will make the BIO-RAPTOR(TM) and the use of our
microbial blends more economical and efficient than other bioremediation
methods, maintaining such advantages will require a continued high level of
investment by U.S. Microbics in R&D, marketing, sales and customer support. We
may not have sufficient resources to maintain our R&D, marketing, sales and
customer support efforts on a competitive basis. Additionally, we may not be
able to make the technological advances necessary to maintain a competitive
advantage with respect to our products and services. Increased competition could
result in price reductions, fewer product orders, obsolete technology and
reduced operating margins, any of which could materially and adversely affect
our business, financial condition and results of operations.

WE MAY BE SUBJECT TO FUTURE PRODUCT LIABILITY CLAIMS, WHICH MAY REQUIRE US TO
PAY MONEY TO THE CLAIMANT.

         The development, marketing, sale and/or licensing of products based on
microbial technology entail liability risks in the event of product failure or
claim of harm caused by product operation. While we offer to contract with our
potential customers on a pay for performance basis, and we are not aware of any
claim against us based upon the use or failure of our products, end users of any
of our proposed products and services could assert claims against us. Although
we maintain product liability insurance against any such claims, there can be no
assurance that such insurance will be sufficient to cover all potential
liabilities, or that we will be able to continue to obtain insurance coverage in
an amount that we believe to be adequate. If there is a successful suit against
us, lack or insufficiency of insurance coverage would have a material adverse
effect on our business, financial condition and results of operations.

                                    Page 12
<PAGE>

OUR ABILITY TO MANUFACTURE OUR PRODUCTS MAY BE LIMITED, WHICH WOULD ADVERSELY
EFFECT OUR BUSINESS AND FINANCIAL CONDITIONS.

         Our future performance will depend to a substantial degree upon our
ability to manufacture, market and deliver the products and services based on
microbial technology in an efficient and profitable manner. In this regard, we
have leased production facilities for our microbial products operation, and have
partially implemented our manufacturing operations at the facility. However, we
have limited experience in maintaining a facility that will manufacture our
products in the quantities required for profitable operations. Accordingly,
there can be no assurance that:

         o        we will be able to increase the capacity of the manufacturing
                  facility in a timely manner;
         o        the cost of increasing the capacity of the facility will not
                  exceed management's current estimates;
         o        the facility's capacity will not exceed the demand for our
                  products; or
         o        such additional capacity will achieve satisfactory levels of
                  manufacturing efficiency in a timely manner or at a level of
                  quality control that meets competitive demands.

         In addition, the implementation of our manufacturing operations at the
facility presents risks that, singly or in any combination, could have a
material adverse effect on our business, financial condition and results of
operations. These risks include, but are not limited to:

         o        production delays associated with products based on the
                  microbial technology;
         o        unavailability of required capital equipment and qualified
                  personnel;
         o        raw material shortages, higher-than-expected overhead or
                  operational costs;
         o        lack of sufficient quality control over the products;

         In addition, our development of our internal manufacturing capacity
will depend in large part on our ability to raise sufficient capital for this
purpose. We may not be able to develop adequate manufacturing capacity or raise
sufficient capital, the failure of either of which could have a material adverse
effect on our business, financial condition, results of operations and possibly
on our relationships with our customers. We may consider third-party outsourcing
arrangements for the manufacture and supply of certain products during the
period in which we expand our internal manufacturing capacity. These outsourcing
arrangements are subject to various risks, including, without limitation,
production delays or interruptions, inferior product quality, misappropriation
of trade secrets and lower profit margins.

OUR SUCCESS DEPENDS IN LARGE PART ON OUR ABILITY TO ATTRACT AND RETAIN KEY
EMPLOYEES AND MANAGEMENT.

         Our success and execution of our business strategy will depend
significantly upon the continuing contributions of, and on our ability to
attract, train and retain qualified management, marketing, sales, operational,
production, administrative and technical personnel. In this regard, we are
particularly dependent upon the services of Bruce S. Beattie, our President and
Chief Executive and Behzad Mirzayi, Executive Vice President of our wholly owned
subsidiary, Sub Surface Waste Management. The loss of the services of one or
more of our key employees and the failure to attract, train and retain
additional qualified personnel in a timely manner could have a material adverse
effect on our business, financial condition and results of operations.

                                    Page 13
<PAGE>

OUR RESULTS OF OPERATIONS MAY HIGHLY FLUCTUATE FROM QUARTER TO QUARTER AS WE
CONTINUE TO GROW, THEREFORE YOU CANNOT USE THESE RESULTS TO PREDICT HOW WE MAY
PERFORM IN THE FUTURE.

         As a result of our limited operating history, we do not have historical
financial data for a significant number of periods in which to base our planned
operating expenses. In addition our revenues have not meet our expectations. Our
expense levels are based in part on our projections as to future revenues that
are expected to increase. It is anticipated that as we mature, our sales and
operating results may fluctuate from quarter to quarter and from year to year
due to a combination of factors, including, among others:

         o        the volume, timing of, and ability to fulfill customer orders;
         o        the demand for our products and services;
         o        the number, timing and significance of product enhancements
                  and new product introductions by us and our competitors;
         o        changes in the pricing policies by U.S. Microbics or our
                  competitors;
         o        changes in the level of operating expenses;
         o        expenses incurred in connection with our plans to fund greater
                  levels of sales and marketing activities and operations,
                  develop new distribution channels, broaden our customer
                  support capabilities and continue our R&D activities;
         o        personnel changes;
         o        product defects and other product or service quality problems;
                  and
         o        general domestic and international legal, economic and
                  political conditions.

         Any unfavorable changes in these or other factors could have a material
adverse effect on our business, financial condition and results of operation.

IF WE ARE UNABLE TO KEEP UP WITH TECHNOLOGICAL DEVELOPMENTS, OUR BUSINESS COULD
BE NEGATIVELY AFFECTED.

         The markets for our products and services based on microbial technology
are generally characterized by rapid technological change and are highly
competitive with respect to timely innovations. Accordingly, we believe that our
ability to succeed in the sale of our products and services will depend
significantly upon the technological quality of our products and services
relative to those of our competitors, and our ability to continue to develop and
introduce new and enhanced products and services at competitive prices and in a
timely and cost-effective manner.

         In particular, our future success is dependent upon our BIO-RAPTOR(TM),
Remediline(TM), Wasteline(TM) and Bi-Agra(TM) product lines, each of which is
innovative and has not achieved market acceptance. In order to develop such new
products and services, we will depend upon close relationships with existing
customers that previously utilized microbial technology in the bioremediation,
agricultural and waste treatment industries, and our ability to continue to
develop and introduce new and enhanced products and services at competitive
prices and in a timely and cost-effective manner. There can be no assurance that
our customers will provide us with timely access to such information or that we
will be able to develop and market our new products and services successfully or
respond effectively to technological changes or new product and services of our
competitors. We may not be able to develop the required technologies, products
and services on a cost-effective and timely basis, and any inability to do so
could have a material adverse effect on our business, financial condition and
results of operations.

                                    Page 14
<PAGE>

WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY, WHICH COULD ADVERSELY
AFFECT OUR BUSINESS.

         We rely on patent, trademark, trade secret and copyright protection to
protect our technology. We believe that technological leadership in microbial
technology will be achieved through additional factors such as the technological
and creative skills of our personnel, new product developments, frequent product
enhancements, name recognition and reliable product maintenance. Nevertheless,
our ability to compete effectively depends in part on our ability to develop and
maintain proprietary aspects of our technology, such as those patents currently
licensed by our technology and research and development affilliate, XyclonyX. We
may not secure future patents and patents may become invalid and may not provide
meaningful protection for our product innovations. In addition, the laws of some
foreign countries do not protect our intellectual property rights to the same
extent as do the laws of the United States. Furthermore, there can be no
assurance that competitors will not independently develop similar products,
"reverse engineer" our products, or, if patents are issued to us, design around
such patents.

         We also rely upon a combination of copyright, trademark, trade secret
and other intellectual property laws to protect our proprietary rights by
entering into confidentiality or license agreements with our employees,
consultants and vendors, and by controlling access to and distribution of our
technology, documentation and other proprietary information. There can be no
assurance, however, that the steps taken by us will not be challenged,
invalidated or circumvented, or that the rights granted there under will provide
a competitive advantage to us. Any such circumstance could have a material
adverse effect on our business, financial condition and results of operations.

         While we are not currently engaged in any intellectual property
litigation or proceedings, there can be no assurance that we will not become so
involved in the future or that our products do not infringe any intellectual
property or other proprietary right of any third party. Such litigation could
result in substantial costs, the diversion of resources and personnel, and
subject us to significant liabilities to third parties, any of which could have
a material adverse effect on our business.

         We also rely on certain technology which we license from third parties,
including microbial technology which is integrated with internally developed
products and used in the XyclonyX product line to perform key functions. There
can be no assurance that the patents underlying such third party technology
licenses will continue to remain unchallenged or that we will not have to defend
them, along with the licensors, to continue their commercial viability to us.
The loss of or inability to maintain any of these technology licenses could
result in delays or reductions in product shipments which could materially
adversely affect our business, financial condition or results of operations.

WE MAY NOT BE ABLE TO PROTECT OUR TRADE NAMES AND DOMAIN NAMES.

         We may not be able to protect our trade names and domain names against
all infringers, which could decrease the value of our brand name and proprietary
rights. We currently hold the Internet domain name "bugsatwork.com" and we use
"Sub Surface Waste Management, Inc." as a trade name. Domain names generally are
regulated by Internet regulatory bodies and are subject to change and may be
superceded, in some cases, by laws, rules and regulations governing the
registration of trade names and trademarks with the United States Patent and
Trademark Office and certain other common law rights. If the domain registrars
are changed, new ones are created or we are deemed to be infringing upon
another's trade name or trademark. In such event, we could be unable to prevent
third parties from acquiring or using, as the case may be, our domain name,
trade names or trademarks, which could adversely affect our brand name and other
proprietary rights.

                                    Page 15
<PAGE>

WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT CONTRACT BONDING

         The deployment of engineering services for certain government and/or
private remediation projects may require contract performance bonding. The
availability of contract bonding in the remediation market has been curtailed
since the September 11, 2001 World Trade Center disaster. Insurance bonding
requirements often require collateral of 100% of the contract amount. The
collateral and bonding requirements could limit the number and size of projects
requiring bonds undertaken by the Company. In the event contract bonding cannot
be obtained at an economical price or collateral requirements are beyond the
company's financial capability the failure to obtain contract bonding could have
a material adverse effect on the Company's business, financial condition and
results of operations.

OUR MANAGEMENT IS ABLE TO EXERCISE SIGNIFICANT INFLUENCE OVER ALL MATTERS
REQUIRING SHAREHOLDER APPROVAL.

         Our existing directors, executive officers, and their respective
affiliates are the beneficial owners of approximately 58.0 % of the outstanding
shares of common stock and common stock equivalents, including convertible
preferred stock and stock options. As a result, our existing directors,
executive officers, principal shareholders and their respective affiliates, if
acting together, would be able to exercise significant influence over all
matters requiring shareholder approval, including the election of directors and
the approval of significant corporate transactions. Such concentration of
ownership may also have the effect of delaying or preventing a change in control
of our company.

         These shareholders may have interests that differ from our other
shareholders, particularly in the context of potentially beneficial acquisitions
of us by another company. For example, to the extent that these shareholders are
our employees, they may be less inclined to vote for acquisitions of us by
another company involving termination of their employment or diminution of their
responsibilities or compensation.


ITEM 2.  DESCRIPTION OF PROPERTIES

         Other than cash in the amount of approximately $826, as of the date of
this report, the Company has no appreciable assets, property as of September 30,
2002. Its principal executive office address and telephone number are the
business office address and telephone number of its President, Gregory J.
Chachas, and are provided at no cost. Because the Company has no business, its
activities have been limited to keeping itself in good standing in the State of
Delaware, and with preparing and maintaining and the Company's required periodic
reports under the 1934 Act. These activities have consumed an insignificant
amount of management's time; therefore, the costs to Mr. Chachas of providing
the use of his office and telephone have been minimal. Accordingly, there is no
written lease between the Company and Mr. Chachas and there are no preliminary
agreements or understandings with respect to the use of the office facility,
either now or in the future.

         Subsequent to September 30, 2002, the Company acquired all the
outstanding stock of Sub Surface Waste Management, Inc. and all its existing
assets and liabilities including contracts in process currently generating
revenue, six employees, and office locations in Carlsbad, CA, Littleton, CO and
Charleston, SC.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to any pending legal proceeding. No federal,
state or local governmental agency is presently contemplating any proceeding
against the Company. No director, executive officer or affiliate of the Company
or owner of record or beneficially of more than five percent of the Company's
common stock is a party adverse to the Company or has a material interest
adverse to the Company in any proceeding.

                                    Page 16
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted during nine months covered by this report to a
vote of security holders, through the solicitation of proxies, or otherwise.

         On December 10, 2002, the shareholders by a majority vote, increased
the authorized stock to 300,000,000 shares of common stock and 50,000,000 shares
of preferred stock.



                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

         Market Information
         ------------------

         There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the
"NASD"); however, management does not expect any public market to develop until
NASD approval of its listing. In any event, no assurance can be given that any
market for the Company's common stock will develop or be maintained. If a public
market ever develops in the future, the sale of "unregistered" and "restricted"
shares of common stock pursuant to Rule 144 of the Securities and Exchange
Commission by the shareholders named under the caption "Recent Sales of
Unregistered Securities," below, may have a substantial adverse impact on any
such public market.

         There are outstanding options to purchase 400,000 shares of Series A
Preferred Stock transferred in the stock exchange agreement with Sub Surface
Waste Management, Incs.

         The sales of an aggregate of 653,868 "unregistered" and "restricted"
shares of common stock to the persons named under the caption "Recent Sales of
Unregistered Securities," below, were the only sales of any securities of the
Company during the past twenty one months. Future sales of any of these
securities or any securities of the Company issued in any acquisition,
reorganization or merger may have a future adverse effect on any "public market"
that may develop in the common stock of the Company. See the caption "Recent
Sales of Unregistered Securities" of this Report.

         Holders
         -------

         As of September 30, 2002 there were approximately 172 shareholders of
record of the Company's Common Stock.

         Dividends
         ---------

         The Company has not declared any cash dividends with respect to its
common stock and does not intend to declare dividends in the foreseeable future.
The future dividend policy of the Company cannot be ascertained with any
certainty, and if and until the Company completes any acquisition,
reorganization or merger, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its securities.

                                    Page 17
<PAGE>

         Recent Sales of Unregistered Securities.
         ----------------------------------------

         On May 31, 2001, in consideration for the conversion of debt of $5,081
and for services of $8,750, the Company issued 276,620 "unregistered" and
"restricted" shares of common stock, $0.001 par value. These transactions were
valued at $0.05 per share of common stock.

         On March 28, 2002, in consideration for a cash capital contribution of
$3,000, consulting and legal services of $6,250, and repayment of a promissory
note of $2,612, the Company issued 237,240 "unregistered" and "restricted"
shares of common stock, $0.001 par value. These transactions were valued at
$0.05 per share of common stock.

         On August 27, 2002, in consideration for a cash capital contribution of
$2,000 and for consulting services valued at $5,000, the Company issued 140,000
"unregistered" and "restricted" shares of common stock, $0.001 par value. These
transactions were valued at $0.05 per share of common stock.

         The offers and sales of these securities are believed to have been
exempt from the registration requirements of Section 5 of the Securities Act of
1933 pursuant to Section 4(2) thereof, and from similar states' securities laws,
rules and regulations requiring the offer and sale of securities by available
state exemptions from such registration.

                                    Page 18
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CAUTIONARY FORWARD - LOOKING STATEMENT
--------------------------------------

         Statements included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, and in future filings by the
Company with the Securities and Exchange Commission, in the Company's press
releases and in oral statements made with the approval of an authorized
executive officer which are not historical or current facts are "forward-looking
statements" made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The following
important factors, among others, in some cases have affected and in the future
could affect the Company's actual results and could cause the Company's actual
financial performance to differ materially from that expressed in any
forward-looking statement: (i) the extremely competitive conditions that
currently exist in the market for "blank check" companies similar to the Company
and (ii) lack or resources to maintain the Company's good standing status and
requisite filings with the Securities and Exchange Commission. The foregoing
list should not be construed as exhaustive and the Company disclaims any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.

         PLAN OF OPERATION.
         ------------------

         The Company has not engaged in any material operations or had any
revenues from operations during the last three fiscal years ending September 30,
2002. On December 13, 2002 the Company acquired all the outstanding stock of Sub
Surface Waste Management, Inc, a revenue generating environmental cleanup
engineering company. The Company's plan of operation for the next 12 months is
to continue the business of Sub Surface Waste Management, Inc., raise additional
working capital and to seek the acquisition of additional companies which can
augment the base business of the Company.

         Upon the effectiveness of its Registration Statement on Form S-18, as
amended, on November 10, 1986, the Company became subject to the periodic
reporting obligations of Section 13 and 15(d) of the 1934 Act. This Section
requires the Company to file (i) an annual report on Form 10-KSB with the
Securities and Exchange Commission within 90 days of the close of each fiscal
year (Reg. Sections 240.13a-1 and 249.310b); (ii) a quarterly report on Form
10-QSB within 45 days of the end of each of the first three quarters of its
fiscal year (Reg. Sections 240.13a-13 and 249.308b); and (iii) a current report
on Form 8-K within 15 days of the occurrence of certain material events (e.g.,
changes in accountants, acquisitions or dispositions of a substantial amount of
assets not in the ordinary course of business) (Reg. Sections 240.13a-11 and
249.308). In addition, annual reports on Form 10-KSB must be accompanied by
audited financial statements as of the end of the issuer's most recent fiscal
year. These reporting requirements may deter potential reorganization candidates
that are not willing to undergo the public and agency scrutiny resulting there
from.

         During the next 12 months, the Company's foreseeable cash requirements
are approximately $5,000,000 to implement its business plan in the environmental
cleanup business. The company will most likely need to issue additional common
or preferred stock, which will have a dilutive effect on current shareholders,
in order to raise the necessary capital to continue and expand its operations.

                                    Page 19
<PAGE>

         Results of Operations.
         ----------------------

         Revenues for nine months ended September 30, 2002 and for the year
ended December 31, 2001 were zero.

         During the nine months ended September 30, 2002, the Company incurred
operating expenses of $15,618, and total operating expenses of $16,012 were
incurred during the year ended December 31, 2001. Interest expense for the nine
months ended September 30, 2002 was $36. There was no interest expense for the
year ended December 31, 2001.

         All of the operating expenses incurred during the nine months ended
September 30, 2002 and the year ended December 31, 2001 were for legal,
consulting and accounting expenses. These expenses were the costs of bringing
the Company's audits current and preparing its filings with the various
regulatory agencies including the IRS.

         Liquidity and Capital Resources:
         --------------------------------

         As of September 30, 2002, the Company has a cash balance of $1,706 and
had no current liabilities such as accounts payable or long-term debt.

         To date, the Company has financed its operations principally through
issuances of common stock to officers and directors for cash and to consultants
for services rendered. However, with the Capital Stock Exchange Agreement with
Sub Surface Waste Management, Inc., ("SSWM") the operating activities for the
Company has changed significantly.

         SSWM has relied mostly on cash infusions from its parent Company, U.S.
Microbics, Inc. during the first four years of its existence. Its parent Company
has limited resources and may not be able to continue to provide sufficient
funds for SSWM to successfully continue its operations.

         Therefore, the Company will need additional capital to continue its
operations and will endeavor to raise funds through the sale of equity shares
and revenues from operations. In addition, SSWM is offering a Private Placement
Memorandum ("PPM") during the second quarter of our fiscal year for $5 million.
The potential maximum net proceeds of $4.5 million from the PPM is planned to be
used as follows: $3.5 million for business development, acquisitions and general
working capital and $1 million will be used to increase the Company's technical
services capability, purchase capital equipment and increase microbial blend
inventories. Assuming that the acquisition(s) are completed and that the
companies acquired are successful, SSWM anticipates increasing its revenues
faster than could be achieved solely through internal growth.

         There can be no assurance that the Company will obtain sufficient
capital or generate revenues on acceptable terms, if at all. Failure to obtain
such capital or generate such revenues would have an adverse impact on the
Company's financial position and results of operations and ability to continue
as a going concern.

         The Company's operating and capital requirements during the next fiscal
year and thereafter will vary based on a number of factors, including: (i) the
rate at which microbial products are shipped and generate profits; (ii) the
necessary level of sales and marketing activities for environmental products;
and (iii) the level of effort needed to develop additional distribution channels
to the point of commercial viability.

                                    Page 20
<PAGE>

         There can be no assurance that additional private or public financing,
including debt or equity financing, will be available as needed, or, if
available, on terms favorable to the Company. Any additional equity financing
may be dilutive to shareholders and such additional equity securities may have
rights, preferences or privileges that are senior to those of the Company's
existing Common or Preferred Stock. Furthermore, debt financing, if available,
will require payment of interest and may involve restrictive covenants that
could impose limitations on the operating flexibility of the Company. The
failure of the Company to successfully obtain additional future funding may
jeopardize the Company's ability to continue its business and operations.

         During fiscal year ended September 30, 2003, the Company projects
expenditures for plant and equipment of approximately $100,000 and research and
development costs of less than $150,000, assuming the Company raises projected
capital. Research and development costs will be associated primarily with
applications of in-situ bio-remediation. The Company also plans to increase its
number of employees to approximately 15 by the end of fiscal year 2003.

                                    Page 21
<PAGE>

ITEM 7.   FINANCIAL STATEMENTS








                          SUB SURFACE WASTE MANAGEMENT
                                OF DELAWARE, INC.
                       (FORMERLY COVINGHAM CAPITAL CORP.)
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002





                                    Page F-1
<PAGE>







                                 C O N T E N T S


Independent Auditors' Report................................................F- 3

Balance Sheet...............................................................F- 4

Statements of Operations....................................................F- 5

Statements of Stockholders' Equity .........................................F- 6

Statements of Cash Flows.................................................... F-9

Notes to the Financial Statements...........................................F-10




                                    Page F-2
<PAGE>




                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Stockholders of
Sub Surface Waste Management of Delaware, Inc.
(Formerly Covingham Capital Corp.)
(A Development Stage Company)
Carlsbad, CA

We have audited the accompanying balance sheet of Sub Surface Waste Management
of Delaware, Inc. (formerly Covingham Capital Corp.) (a development stage
company) as of September 30, 2002 and the related statements of operations,
stockholders' equity and cash flows for the nine months ended September 30, 2002
and the year ended December 31, 2001 and from January 1, 1987 through September
30, 2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. The financial statements for the period from
inception on January 30, 1986 through December 31, 1986 were audited by other
auditors whose report dated May 13, 1987 expressed an unqualified opinion on
these statements. The financial statements for the period January 30, 1986
(inception) through September 30, 2002 includes stockholders equity and deficit
accumulated during the development stage of $1,854 and $782,800 respectively.
Our opinion on the statements of operations, stockholders equity and cash flows
for the period January 30, 1986 (inception) through September 30, 2002, insofar
as it relates to amounts for prior periods through December 31, 1986, is based
solely on the report of other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sub Surface Waste Management of
Delaware, Inc. (formerly Covingham Capital Corp.) (a development stage company)
as of September 30, 2002 and the results of its operations and its cash flows
for the nine months ended September 30, 2002 and the year ended December 31,
2001 and from January 30, 1986 through September 30, 2002 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



HJ Associates & Consultants, LLP
Salt Lake City, Utah
December 30, 2002


                                    Page F-3
<PAGE>


                 SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                       (Formerly Covingham Capital Corp.)
                          (A Development Stage company)
                                  Balance Sheet


                                     ASSETS
                                     ------

                                                                  September 30,
                                                                       2002
                                                                   ----------
CURRENT ASSETS

   Cash                                                            $   1,706
   Prepaid expense                                                       147
                                                                   ----------

     Total Current Assets                                              1,853
                                                                   ----------

     TOTAL ASSETS                                                  $   1,853
                                                                   ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES

   Note payable - related party                                    $      --
                                                                   ----------

     Total Current Liabilities                                            --
                                                                   ----------

     TOTAL LIABILITIES                                                    --
                                                                   ----------

STOCKHOLDERS' EQUITY

   Preferred stock: 50,000,000 shares authorized of $0.001
    par value, -0- shares issued and outstanding                          --
   Common stock: 300,000,000 shares authorized of $0.001
    par value, 4,351,784 shares issued and outstanding                 4,352
   Additional paid-in capital                                        780,301
   Deficit accumulated during the development stage                 (782,800)
                                                                   ----------

     Total Stockholders' Equity                                        1,853
                                                                   ----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $   1,853
                                                                   ==========

   The accompanying notes are an integral part of these financial statements.

                                    Page F-4
<PAGE>
<TABLE>

                                SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                                      (Formerly Covingham Capital Corp.)
                                         (A Development Stage Company)
                                           Statements of Operations
<CAPTION>


                                                                                                 From
                                              For the Nine                                   Inception on
                                               Months Ended                   For the         January 30,
                                              September 30,                 Year Ended       1986 Through
                                        ------------------------------      December 31,      September 30,
                                            2002              2001              2001              2002
                                        ------------      ------------      ------------      ------------
                                                          (UNAUDITED)
<S>                                     <C>               <C>               <C>               <C>
REVENUES                                $        --       $        --       $        --       $        --

EXPENSES

   General and administrative                15,618            15,138            16,012            58,804
                                        ------------      ------------      ------------      ------------

     Total Expenses                          15,618            15,138            16,012            58,804
                                        ------------      ------------      ------------      ------------

   Operating loss before loss from
    discontinued operations                 (15,618)          (15,138)          (16,012)          (58,804)
                                        ------------      ------------      ------------      ------------

OTHER INCOME (EXPENSE)

   Interest expense                             (36)               --                --               (36)
                                        ------------      ------------      ------------      ------------

     Total Other Income (Expense)               (36)               --                --               (36)
                                        ------------      ------------      ------------      ------------

LOSS BEFORE DISCONTINUED
 OPERATIONS                                 (15,654)          (15,138)          (16,012)          (58,840)
                                        ------------      ------------      ------------      ------------

   LOSS FROM DISCONTINUED
    OPERATIONS (Note 3)                          --                --                --          (723,960)
                                        ------------      ------------      ------------      ------------

NET LOSS                                $   (15,654)      $   (15,138)      $   (16,012)      $  (782,800)
                                        ============      ============      ============      ============

BASIC LOSS PER SHARE                    $     (0.00)      $     (0.00)      $     (0.00)
                                        ============      ============      ============

BASIC WEIGHTED AVERAGE SHARES             4,153,616         3,698,832         3,875,160
                                        ============      ============      ============


                  The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                   Page F-5
<PAGE>

<TABLE>

                                     SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                                           (Formerly Covingham Capital Corp.)
                                              (A Development Stage Company)
                                           Statements of Stockholders' Equity
<CAPTION>

                                                                                                                    Deficit
                                                                                                                  Accumulated
                                                       Common Stock             Additional                         During the
                                          ----------------------------------      Paid-In       Subscription      Development
                                                Shares           Amount           Capital         Receivable          Stage
                                          ----------------- ---------------- ----------------- ---------------- ----------------
<S>                                              <C>        <C>              <C>               <C>              <C>
Balance at inception on
   January 30, 1986                                      -  $             -  $              -  $             -  $             -

Issuance of common stock for
   cash at $0.075 per share                        200,000              200            14,800                -                -

Net loss from inception on
   January 30, 1986 through
   December 31, 1986                                     -                -                 -                -          (15,000)
                                          ----------------- ---------------- ----------------- ---------------- ----------------

Balance, December 31, 1986                         200,000              200            14,800                -          (15,000)

Issuance of common stock
   for cash at $0.50 per share                     204,480              205           102,035                -                -

Issuance of common stock
   for purchase of subsidiary
   at $0.50 per share                            1,116,361            1,116           557,067                -                -

Issuance of common stock
   for services at $0.50                            97,075               97            48,440                -                -

Net loss for the year ended
   December 31, 1987                                     -                -                 -                -         (708,960)
                                          ----------------- ---------------- ----------------- ---------------- ----------------

Balance, December 31, 1987                       1,617,916            1,618           722,342                -         (723,960)

Net loss for the years ended
   December 31, 1988 to 1997                             -                -                 -                -                -
                                          ----------------- ---------------- ----------------- ---------------- ----------------

Balance, December 31, 1997                       1,617,916  $         1,618  $        722,342  $             -  $      (723,960)
                                          ----------------- ---------------- ----------------- ---------------- ----------------


                       The accompanying notes are an integral part of these financial statements.

                                                        Page F-6
<PAGE>


                                     SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                                           (Formerly Covingham Capital Corp.)
                                              (A Development Stage Company)
                                     Statements of Stockholders' Equity (Continued)


                                                                                                                    Deficit
                                                                                                                  Accumulated
                                                       Common Stock             Additional                         During the
                                          ----------------------------------      Paid-In       Subscription      Development
                                                Shares           Amount           Capital         Receivable          Stage
                                          ----------------- ---------------- ----------------- ---------------- ----------------

Balance, December 31, 1997                       1,617,916  $         1,618  $        722,342  $             -  $      (723,960)

Issuance of common stock
   for subscription receivable
   at $0.01 per share                            1,700,000            1,700            15,300          (17,000)               -

Net loss for the year ended
   December 31, 1998                                     -                -                 -                -             (700)
                                          ----------------- ---------------- ----------------- ---------------- ----------------

Balance, December 31, 1998                       3,317,916            3,318           737,642          (17,000)        (724,660)

September 21, 1999 Issuance of
   common stock for services and
   expenses paid by officer at $0.01             1,000,000            1,000             9,000                -                -

September 21, 1999 Issuance of
   common stock for conversion of
   debt at $0.01                                    70,000               70               630                -                -

May 24, 1999 Issuance of
   common stock for cash at
   $0.01 per share                                 930,000              930             8,370                -                -

September 28, 1999 Shares returned
   to treasury                                  (1,700,000)          (1,700)          (15,300)          17,000                -

Net loss for the year ended
   December 31, 1999                                     -                -                 -                -          (17,711)
                                          ----------------- ---------------- ----------------- ---------------- ----------------

Balance, December 31, 1999                       3,617,916            3,618           740,342                -         (742,371)

June 12, 2000 Issuance of
   common stock for cash at
   $0.10 per share                                  50,000               50             4,950                -                -

June 12, 2000 Issuance of
   common stock for services
   at $0.10 per share                               10,000               10               990                -                -

October 10, 2000 Issuance of
   common stock for cash at
   $0.10 per share                                  20,000               20             1,980                -                -

Net loss for the year ended
 December 31, 2000                                       -                -                 -                -           (8,763)
                                          ----------------- ---------------- ----------------- ---------------- ----------------

Balance, December 31, 2000                $      3,697,916  $         3,698  $        748,262  $             -  $      (751,134)
                                          ----------------- ---------------- ----------------- ---------------- ----------------


                       The accompanying notes are an integral part of these financial statements.

                                                        Page F-7
<PAGE>


                                     SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                                           (Formerly Covingham Capital Corp.)
                                              (A Development Stage Company)
                                     Statements of Stockholders' Equity (Continued)

                                                                                                                    Deficit
                                                                                                                  Accumulated
                                                       Common Stock             Additional                         During the
                                          ----------------------------------      Paid-In       Subscription      Development
                                                Shares           Amount           Capital         Receivable          Stage
                                          ----------------- ---------------- ----------------- ---------------- ----------------

Balance, December 31, 2000                       3,697,916  $         3,698  $        748,262  $             -  $      (751,134)

 Fractional shares issued                                8                -                 -                -                -

May 31, 2001 Issuance of
   common stock for conversion
   of debt at $0.05 per share                      101,620              102             4,979                -                -

May 31, 2001 Issuance of
   common stock for services
   at $0.05 per share                              100,000              100             4,900                -                -

May 31, 2001 Issuance of
   common stock for services
   at $0.05 per share                               50,000               50             2,450                -                -

May 31, 2001 Issuance of
   common stock for services
   at $0.05 per share                               25,000               25             1,225                -                -

Net loss for the year ended
   December 31, 2001                                     -                -                 -                -          (16,012)
                                          ----------------- ---------------- ----------------- ---------------- ----------------

Balance, December 31, 2001                       3,974,544            3,975           761,816                -         (767,146)

March 28, 2002, Issuance of
 common stock for debt at
 $0.05 per share                                    52,240               52             2,560                -                -

March 28, 2002, Issuance of
 common stock for cash at
 $0.05 per share                                    60,000               60             2,940                -                -

March 28, 2002, Issuance of
 common stock for services
 At $0.05 per share                                125,000              125             6,125                 -               -

August 27, 2002, Issuance of
 common tock for cash at
 $0.05 per share                                    40,000               40             1,960                -                -

August 27, 2002, Issuance of
 common stock for services at
 $0.05 per share                                   100,000              100             4,900                 -               -

Net loss for the nine months
 ended September 30, 2002                                -                -                 -                -          (15,654)
                                          ----------------- ---------------- ----------------- ---------------- ----------------

Balance, September 30, 2002                      4,351,784  $         4,352  $        780,301  $             -  $      (782,800)
                                          ================= ================ ================= ================ ================


                       The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                        Page F-8
<PAGE>

<TABLE>

                                     SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                                           (Formerly Covingham Capital Corp.)
                                              (A Development Stage Company)
                                                Statements of Cash Flows
<CAPTION>


                                                                                                                 From
                                                            For the Nine                                      Inception on
                                                            Months Ended                     For the           January 30,
                                                            September 30,                  Year Ended         1986 Through
                                               ----------------------------------------    December 31,        September 30,
                                                       2002                2001                2001                2002
                                               ------------------- -------------------- ------------------  -------------------
                                                                       (UNAUDITED)
<S>                                            <C>                 <C>                  <C>                 <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES

   Net loss                                    $          (15,654) $           (15,138) $         (16,012)  $         (782,800)
   Adjustments to reconcile net loss to net
    cash used by operating activities:
   Loss on discontinued operations                              -                    -                  -              558,182
   Common stock issued for services                        11,250                8,750              8,750               79,538
Change in operating assets and liabilities:
(Increase) decrease in prepaid expenses                      (147)                   -                  -                 (147)
Increase in accounts payable and accrued
   expenses                                                    36                    -                157                  193
                                               ------------------- -------------------- ------------------  -------------------

       Net Cash Used by Operating
        Activities                                         (4,515)              (6,388)            (7,105)            (145,034)
                                               ------------------- -------------------- ------------------  -------------------

CASH FLOWS FROM INVESTING
 ACTIVITIES                                                     -                    -                  -                    -
                                               ------------------- -------------------- ------------------  -------------------

CASH FLOWS FROM FINANCING
 ACTIVITIES

   Proceeds from shareholder loan                               -                7,581              7,500                7,500
   Common stock issued for cash                             5,000                    -                  -              139,240
                                               ------------------- -------------------- ------------------  -------------------

   Net Cash Provided by Financing
    Activities                                              5,000                7,581              7,500              146,740
                                               ------------------- -------------------- ------------------  -------------------

NET INCREASE IN CASH                                          485                1,193                395                1,706

CASH AT BEGINNING OF PERIOD                                 1,221                  826                826                    -
                                               ------------------- -------------------- ------------------  -------------------

CASH END OF PERIOD                             $            1,706  $             2,019  $           1,221   $            1,706
                                               =================== ==================== ==================  ===================

CASH PAID FOR:

   Interest                                    $                -  $                 -  $               -   $                -
   Income taxes                                $                -  $                 -  $               -   $                -

SCHEDULE OF NONCASH FINANCING
 ACTIVITIES:

   Common stock issued for payment of
    debt                                       $            2,612  $             5,081  $           5,081   $            8,393
   Common stock issued for services            $           11,250  $             8,750  $           8,750   $           79,538


                       The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                        Page F-9
<PAGE>


                 SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.

                       (Formerly Covingham Capital Corp.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              This summary of significant accounting policies of Sub Surface
              Waste Management of Delaware, Inc. (formerly Covingham Capital
              Corp.) (a development stage company) is presented to assist in
              understanding the Company's financial statements. The financial
              statements and notes are representations of the Company's
              management, which is responsible for their integrity and
              objectivity. The accounting policies conform to generally accepted
              accounting principles and have been consistently applied in the
              preparation of the financial statements.

              a.  Organization and Business Activities

                  The financial statements presented are those of Sub Surface
         Waste Management of Delaware, Inc. (formerly Covingham Capital Corp.)
         (the Company). The Company was incorporated in the State of Utah on
         January 30, 1986 to engage in any lawful activity but more particularly
         to assist companies in marketing their goods and services. In February
         of 2001 the company reincorporated and changed its domicile from the
         state of Utah to the state of Delaware. On December 10, 2002, the
         Company changed its name to Sub Surface Waste Management of Delaware,
         Inc. The Company is considered a development stage company per SFAS No.
         7.

              b.  Accounting Method

                  The financial statements are prepared using the accrued method
         of accounting. The Company has elected a September 30, year-end. (Note
         6)

              c.  Revenue Recognition

                  The Company currently has no source of revenues. Revenue
         recognition policies will be determined when principal operations
         begin.

              d.  Estimates

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

                                   Page F-10
<PAGE>


                 SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                       (Formerly Covingham Capital Corp.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              e. Income Taxes

                  Deferred taxes are provided on a liability method whereby
         deferred tax assets are recognized for deductible temporary differences
         and operating loss and tax credit carryforwards and deferred tax
         liabilities are recognized for taxable temporary differences. Temporary
         differences are the differences between the reported amounts of assets
         and liabilities and their tax bases. Deferred tax assets are reduced by
         a valuation allowance when, in the opinion of management, it is more
         likely that not that some portion or all of the deferred tax assets
         will not be realized. Deferred tax assets and liabilities are adjusted
         for the effects of changes in tax laws and rates on the date of
         enactment.

         Net deferred tax liabilities consist of the following components as of
         September 31, 2002 and December 31, 2001:

                                                For the Nine        For the
                                                Months Ended       Year Ended
                                                September 30,     December 31,
                                                    2002              2001
                                             ----------------- -----------------

              Deferred tax liabilities       $              -  $              -
                                             ----------------- -----------------
                                             $              -  $              -
                                             ================= =================

              Deferred tax assets:
                  NOL Carryover                        11,330             9,358
                  Valuation Allowance                 (11,330)           (9,358)
                                             ----------------- -----------------
                                             $              -  $              -
                                             ================= =================

              The income tax provision differs from the amount of income tax
              determined by applying the U.S. federal income tax rate to pretax
              income from continuing operations for the periods ended September
              31, 2002 and December 31, 2001 due to the following:
<TABLE>
<CAPTION>
                                                       For the Nine           For the
                                                       Months Ended         Year Ended
                                                       September 30,       December 31,
                                                           2002                2001
                                                    ------------------- -------------------
              <S>                                   <C>                 <C>
              Book income                           $           (6,105) $           (5,850)
              Stock for services/options expense                 4,388               3,090
              Valuation allowance                                1,717               2,760
                                                    ------------------- -------------------
                                                    $                -  $                -
                                                    =================== ===================
</TABLE>

                  At September 31, 2002, the Company had net operating loss
         carryforwards of $29,000 that may be offset against future taxable
         income from the year 2002 through 2022. No tax benefit has been
         reported in the September 31, 2002 financial statements since the
         potential tax benefit is offset by a valuation allowance of the same
         amount.

                                   Page F-11
<PAGE>


                 SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                       (Formerly Covingham Capital Corp.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001

NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              e. Income Taxes (Continued)

                  Due to the change in ownership provisions of the Tax Reform
         Act of 1986, net operating loss carryforwards for Federal income tax
         reporting purposes are subject to annual limitations. Should a change
         in ownership occur, net operating loss carryforwards may be limited as
         to use in future years.

              f.  Cash and Cash Equivalents

                  The Company considers all highly liquid investments with a
         maturity of three months or less when purchased to be cash equivalents.

              g.  Basic Loss Per Share

                  The computations of basic loss per share of common stock are
         based on the weighted average number of common shares outstanding
         during the period of the financial statements.

                  The following is an illustration of the reconciliation of the
         numerators and denominators of the basic loss per share calculation:
<TABLE>
<CAPTION>
                                                   For the Nine           For the
                                                   Months Ended         Year Ended
                                                   September 30,       December 31,
                                                       2002                2001
                                                ------------------- ------------------
         <S>                                    <C>                 <C>
         Net loss (numerator)                   $          (15,654) $          (16,012)

         Weighted average shares outstanding
          (denominator)                                  4,153,616           3,875,160
                                                ------------------- ------------------

         Basic loss per share                   $            (0.00) $            (0.00)
                                                =================== ===================
</TABLE>

              h.  Preferred Stock

                  The Company has authorized 50,000,000 shares of $0.001 par
         value preferred stock. The Board of Directors will establish the rights
         and preferences for each issuance of preferred stock.

              i.  Unaudited Information

                  The unaudited income statement and statement of cash flows for
         the nine months ended September 30, 2001 are presented for comparative
         purposes. They include all normal and reoccurring adjustments and, in
         the opinion of management, present fairly in all material respects the
         results of operations for the nine months ended September 30, 2001. SUB
         SURFACE WASTE MANAGEMENT OF DELAWARE, INC. (Formerly Covingham Capital
         Corp.) (A Development Stage Company) Notes to the Financial Statements
         September 30, 2002 and December 31, 2001

                                   Page F-12
<PAGE>

                 SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                       (Formerly Covingham Capital Corp.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001


NOTE 2 -      GOING CONCERN

                  The Company's financial statements are prepared using
         generally accepted accounting principles applicable to a going concern
         which contemplates the realization of assets and liquidation of
         liabilities in the normal course of business. The Company has not yet
         established an ongoing source of revenues sufficient to cover its
         operating costs and allow it to continue as a going concern. The
         ability of the Company to continue as a going concern is dependent on
         the Company obtaining adequate capital to fund operating losses until
         it becomes profitable. If the Company is unable to obtain adequate
         capital, it could be forced to cease development of operations.

                  On December 13, 2002, the Company entered into a Capital Stock
         Exchange Agreement with Sub Surface Waste Management, Inc., ("SSWM") a
         Nevada corporation. After the Capital Stock Exchange Agreement is
         completed, SSWM will become a wholly owned subsidiary of the Company.
         SSWM is a bio-remediation Company with offices in San Diego California,
         Denver Colorado and Charleston South Carolina.

                  In early January of 2003, the Company plans to file an
         application with the National Association of Securities Dealers to
         cause its common stock to become publicly traded on the
         over-the-counter bulletin board.

                  Shortly after the Company's common stock becomes publicly
         traded, management plans to offer a Private Placement Memorandum for
         $5MM based primarily on the operations of its recently acquired
         subsidiary SSWM. In addition, the Company plans to do a public offering
         of approximately $10-$15MM during the third quarter of its fiscal year.
         However, management cannot provide any assurances that the Company will
         be successful in accomplishing any of its plans.

                  The ability of the Company to continue as a going concern is
         dependent upon its ability to successfully accomplish the plans
         described in the preceding paragraph and eventually secure other
         sources of financing and attain profitable operations. The accompanying
         financial statements do not include any adjustments that might be
         necessary if the Company is unable to continue as a going concern.

NOTE 3 -      DISCONTINUED OPERATIONS

                  In July of 1987, the Company purchased 100% of the common
         stock of Consumer Products Source, Inc. for 11,163,611 shares of the
         Company's common stock valued at $558,183. Subsequently, Consumer
         Products Source, Inc. was suspended and is no longer a subsidiary of
         the Company. The loss from discontinued operations includes the
         purchase price of the subsidiary plus any losses prior to the purchase
         of the subsidiary.

                                   Page F-13
<PAGE>


                 SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                       (Formerly Covingham Capital Corp.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001


NOTE 4 -      RELATED PARTY TRANSACTIONS

                  From time to time the company borrows funds from its sole
         officer and director such funds shall not exceed the sum of $25,000.
         During the year ended December 31, 2001, an officer of the Company
         loaned $7,500 to the Company. On May 31, 2001, the Company issued
         101,620 shares of common stock valued at $0.05 per share for the
         conversion of $5,081 of debt owed to an officer. At December 31, 2001,
         the Company owed $2,500 to an officer. The note payable accrued
         interest at 10%, was unsecured and due upon demand. On March 28, 2002,
         the Company issued 52,240 shares of common stock valued at $0.05 per
         share for the conversion of $2,612 of debt owed to an officer. At
         September 30, 2002, the Company owed $-0- to an officer. Accrued
         interest at September 30, 2002 was $-0-.

                  For services as a director and for legal services provided
         during the year valued at $11,250 the Company issued 125,000 restricted
         shares of common stock to a related party at a price of $0.05 per
         share.

NOTE 5 -     NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS

                  In April 2002, the FASB issued Statement No. 145 "Rescission
         of FASB Statements No. 4, 44, and 62, Amendment of FASB Statement No.
         13, and Technical Corrections" (SFAS 145). SFAS 145 will require gains
         and losses on extinguishments of debt to be classified as income or
         loss from continuing operations rather than as extraordinary items as
         previously required under Statement of Financial Accounting Standards
         No. 4 (SFAS 4). Extraordinary treatment will be required for certain
         extinguishments as provided in APB Opinion No. 30. SFAS 145 also amends
         Statement of Financial Accounting Standards No. 13 to require certain
         modifications to capital leases be treated as a sale-leaseback and
         modifies the accounting for sub-leases when the original lessee remains
         a secondary obligor (or guarantor). SFAS 145 is effective for financial
         statements issued after May 15, 2002, and with respect to the impact of
         the reporting requirements of changes made to SFAS 4 for fiscal years
         beginning after May 15, 2002. The adoption of the applicable provisions
         of SFAS 145 did not have an effect on our financial statements.

                  In June 2002, the FASB issued Statement No. 146, "Accounting
         for Costs Associated with Exit or Disposal Activities." SFAS 146
         nullifies Emerging Issues Task Force Issue No. 94-3 "Liability
         Recognition for Certain Employee Termination Benefits and Other Costs
         to Exit an Activity (including Certain Costs Incurred in a
         Restructuring)." SFAS 146 applies to costs associated with an exit
         activity that does not involve an entity newly acquired in a business
         combination or with a disposal activity covered by SFAS 144. SFAS 146
         is effective for exit or disposal activities that are initiated after
         December 31, 2002, with earlier application encouraged. We are
         currently reviewing SFAS 146 and intend to implement it no later than
         January 1, 2003.


                                   Page F-14
<PAGE>


                 SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                       (Formerly Covingham Capital Corp.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001


NOTE 6-      CHANGE IN FISCAL YEAR

                  On December 10, 2002, the Board of Directors authorized a
         change in the Company's Articles of Incorporation to change from a
         fiscal period ending on December 31 to September 30. In accordance with
         this change, the statements of operations, stockholders' equity
         (deficit) and cash flows for the period ended September 30, 2002 cover
         a period of nine months. Unaudited statements of income and cash flows
         for the comparable transition period for the preceding year are also
         presented. Accordingly, the results of operations for the nine months
         ended September 30, 2002 are not indicative of the results of
         operations that may be expected for a full fiscal year.

NOTE 7-      SUBSEQUENT EVENTS

                  On October 21, 2002, Gregory J. Chachas, the sole officer and
         director of the Corporation entered into an agreement to sell 2,100,000
         of the 2,573,800 shares he owned to USM Capital Group, Inc. In
         continued efforts to locate an acquisition or merger candidate, the
         Company also entered into a consulting agreement with Sol Tech
         Corporation whereby the Company issued 800,000 shares of restricted
         common stock at the price of $0.05 per share. The result was that Sub
         Surface Waste Management of Delaware, Inc., became a 56.3% owned
         subsidiary of U.S. Microbics, Inc., the parent Company of both USM
         Capital Group, Inc., and Sol Tech Corporation.

                  On October 24, 2002, Gregory J. Chachas, President, resigned
         as an officer and director of the Company. Robert C. Brehm was
         appointed as a director of the Company until his successor is named and
         qualified.

                  On December 5, 2002, the Company filed a Form S-8 to register
         500,000 shares of common stock to be issued at $0.10 per share as part
         of the Employee Stock Incentive Plan for the year ended 2002 and the
         Non-employee Directors and Consultants Retainer Stock Plan for the year
         2002. Subsequent to September 30, 2002, the Company issued all of the
         shares for services valued at $50,000.

                  On December 10, 2002, the stockholders of the Company approved
         amendments to the Certificate of Incorporation. The principal changes
         to the Certificate of Incorporation were that the Company changed its
         name to Sub Surface Waste Management of Delaware, Inc. and is now
         authorized to issue 300,000,000 shares of common stock, par value
         $0.001 per share, and 50,000,000 shares of preferred stock, par value
         $0.001 per share.

                  On December 13, 2002, the Company entered into a Capital Stock
         Exchange Agreement with the stockholders of Sub Surface Waste
         Management, Inc. ("SSWM Stockholders"). The SSWM Stockholders include
         the owners of all shares of the issued and outstanding common stock of
         SSWM and holders of options to purchase the Series A preferred stock of
         SSWM. The SSWM Stockholders agree to transfer 10,744,000 shares of SSWM
         common stock and 5,360,000 shares of SSWM preferred stock in exchange
         for 10,744,000 shares of the Company's common stock and 5,360,000
         shares of the Company's preferred stock. Additionally, the SSWM holders
         of options to purchase Series A preferred stock of SSWM will exchange
         their options for options to purchase the Series A preferred stock of
         the Company. On December 13, 2002 with the Capital Stock Exchange
         Agreement with the shareholders of Sub Surface Waste Management Inc.,
         ("SSWM") became a wholly owned subsidiary of the Company.

                  On December 16, 2002, Robert C. Brehm resigned as President of
         the Company. On that same date Bruce S. Beattie was elected as
         President and Chief Executive Officer of the Company.

                                   Page F-15
<PAGE>


                                    PART III.
                                    ---------

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

         There were no changes in accounts during the year and there were no
disagreements with our accounts on accounting and financial disclosures.


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

         See Item 11 for information on the beneficial ownership of the
Company's securities.

         (a) Identity of Directors and Executive Officers.

         The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>

         Name and Address           Age     Position          Term              Served Since
         ----------------------------------------------------------------------------------------
         <S>                        <C>     <C>               <C>               <C>
         Gregory J. Chachas         71      President,        1 year            November 24, 1999
                                            Treasurer,                          November 24, 1999
                                            Secretary,                          November 24, 1999
                                            Director                            June 9, 1999
</TABLE>

         Each of the persons listed in the above table possesses sole investment
power and sole voting power over the shares set forth in the table included in
Item 11. On October 24, 2002, Mr. Gregory J. Chachas resigned as Director,
President, Treasurer, and Secretary.

         There are no arrangements or understandings between any of the
directors or executive officers, or any other person or person pursuant to which
they were selected as directors and/or officers.

         GREGORY J. CHACHAS, age 71, was appointed as a director of the Company
on June 9, 1999. On November 24, 1999, Mr. Chachas was appointed as President,
Treasurer, and Secretary of the Company and is currently the sole officer and
director.

         Beginning in 1958, Mr. Chachas, along with his father and a brother,
owned and operated several businesses, including the Junction Motor Service
Company, a Cadillac-Pontiac/GMC truck dealership, Ely, Nevada; the Hilltop Motel
and Hilltop Drug in Ely and the Cleveland Ranch, a cattle ranch in Spring
Valley, Nevada. After the sale of the ranch in 1975, he continued in family
enterprises in Ely and was instrumental in developing a shopping center,
featuring a Safeway market and a Sprouse Reitz variety store.

         During this time, he also practiced law in Ely, Nevada, served as city
attorney for the city of Ely, and later, as district attorney for Eureka County,
Nevada, and as District Attorney for White Pine County, Nevada. Mr. Chachas has
a degree in economics from Harvard College and a Juris Doctor degree from the
University of Utah College of Law. He has been admitted to practice law in Utah,
Nevada and Colorado and admitted to practice before the Federal Courts as well
as before the United States Supreme Court.

                                    Page 22
<PAGE>

         Since 1990, he has concentrated on his investments in water and mining
properties and on several Ely properties. He is presently President of
Intermountain Water Co. Inc., which holds water rights in southwestern Nevada,
and President of Great Basin Exploration Co. Inc., which is in the business of
gold and silver exploration and holds mining properties in Nevada and Idaho.

         Directorships
         -------------

         No Director of the Company or person nominated or chosen to become a
Director holds any other directorship in any company with a class of securities
registered pursuant to section 12 of the Exchange Act or subject to the
requirements of section 15(d) of such Act or any other company registered as an
investment company under the Investment Company Act of 1940.

         Significant Employees.
         ----------------------

         The Company has no employees who are not executive officers, but who
are expected to make a significant contribution to the Company's business. It is
expected that current members of management and the Board of Directors will be
the only persons whose activities will be material to the Company's operations.
Members of management are the only persons who may be deemed to be promoters of
the Company.

         Family Relationships.
         ---------------------

         There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.

         Involvement in Certain Legal Proceedings.
         -----------------------------------------

         During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Company:

         (1)      was a general partner or executive officer of any business
                  against which any bankruptcy petition was filed, either at the
                  time of the bankruptcy or two years prior to that time;

         (2)      was convicted in a criminal proceeding or named subject to a
                  pending criminal proceeding (excluding traffic violations and
                  other minor offenses);

         (3)      was subject to any order, judgment or decree, not subsequently
                  reversed, suspended or vacated, of any court of competent
                  jurisdiction, permanently or temporarily enjoining, barring,
                  suspending or otherwise limiting his involvement in any type
                  of business, securities or banking activities; or

         (4)      was found by a court of competent jurisdiction (in a civil
                  action), the Securities and Exchange Commission or the
                  Commodity Futures Trading Commission to have violated a
                  federal or state securities or commodities law, and the
                  judgment has not been reversed, suspended or vacated.

         Compliance with Section 16(a) of the Exchange Act.
         --------------------------------------------------

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who own more than ten
percent of the Company's Common Stock, to file initial reports of beneficial
ownership on Form 3, changes in beneficial ownership on Form 4 and an annual
statement of beneficial ownership on Form 5, with the SEC. Such executive
officers, directors and greater than ten percent shareholders are required by
SEC rules to furnish the Company with copies of all such forms that they have
filed.

                                    Page 23
<PAGE>

         At the present time the Company is not subject to Section 16, and
therefore, the directors and officers and shareholders who own ten percent (10%)
of the common stock of the Company are not required to file any reports under
Section 16.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                                     SUMMARY COMPENSATION TABLE
                                     --------------------------

                                                                                Long Term Compensation
                                                                                ----------------------

                                    Annual Compensation                            Awards         Payouts
                                    ---------------------------------------------------------------------
                                                                        Securities                All
                                                     Other               Underlying              Other
                                                     Annual   Restricted  Options/      LTIP     Compen-
Name and                   Year or                   Compen-  Stock       SAR's         Payouts  sation
Principal                  Period  Salary   Bonus    sation)  Awards     (#)            ($)      ($)
Position                   Ended    ($)     ($)      ($)
(a)                        (b)      (c)     (d)      (e)      (f)      (g)              (h)      (i)
---------------------------------------------------------------------------------------------------------
<S>                        <C>      <C>     <C>      <C>      <C>      <C>              <C>      <C>
Gregory J. Chachas(1)      2000     $0      0        0        (0)      0                0        0
President  and Director    1999     $0      0        0        (1)      0                0        0
                           1998     $0      0        0        0        0                0        0
                           1997     $0      0        0        0        0                0        0
---------------------
         (1) In 1999, 10,000,000 "unregistered" and "restricted" shares of the
         Company's common stock were issued to Gregory J. Chachas in
         consideration of services rendered. See the caption "Business
         Development," Part I, Item 1 of this Report.
</TABLE>

         No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the nine months
ended September 30, 2002. Further, no member of the Company's management has
been granted any option or stock appreciation right; accordingly, no tables
relating to such items have been included within this Item.

         COMPENSATION OF DIRECTORS.
         --------------------------

         There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.

         There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed fiscal year for
any service provided as director.

                                    Page 24
<PAGE>

         EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
         CHANGE-IN-CONTROL ARRANGEMENTS.

         There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

         Nor are there any agreements or understandings for any director or
executive officer to resign at the request of another person; none of the
Company's directors or executive officers is acting on behalf of or will act at
the direction of any other person.

         BONUSES AND DEFERRED COMPENSATION
         ---------------------------------

         None.

         COMPENSATION PURSUANT TO PLANS
         ------------------------------

         None.

         PENSION TABLE
         -------------

         None; not applicable.

         OTHER COMPENSATION
         ------------------

         None.

         TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
         ------------------------------------------------------------

         On October 21, 2002, Gregory J. Chachas, the sole officer and director
of the Corporation entered into an agreement to sell 2,100,000 of the 2,573,800
shares he owned to USM Capital Group, Inc. In continued efforts to locate an
acquisition or merger candidate, the Company also entered into a consulting
agreement with Sol Tech Corporation whereby the Company issued 800,000 shares of
restricted common stock at the price of $0.05 per share. The result was that Sub
Surface Waste Management of Delaware, Inc., became a 56.3% owned subsidiary of
U.S. Microbics, Inc., the parent Company of both USM Capital Group, Inc. and Sol
Tech Corporation.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)      Security Ownership of Certain Beneficial Owners.
                  ------------------------------------------------

         The following table sets forth the share holdings of those persons who
own more than five (5%) percent of the Company's common stock as of September
30, 2002. Each of these persons has sole investment and sole voting power over
the shares indicated.

                     Name And
  Title of           Address Of                     Amount of        Percent of
  Class              Beneficial Owner               Ownership          Class
--------------------------------------------------------------------------------
  Common Stock       Gregory J. Chachas             2,523,860         58.00%
                     174 E. Dorchester Drive
                     Salt Lake City, UT 84103

                     All Directors and Officers     2,523,860        58.00%
                     as a Group (1 person)

                                    Page 25
<PAGE>

         (b)      Security Ownership of Management
                  --------------------------------

         The following table sets forth the share holdings of the Company's
directors and executive officers as of September 30, 2002. Each of these persons
has sole investment and sole voting power over the shares indicated.

                   Name And
  Title of         Address Of                       Amount of        Percent of
  Class            Beneficial Owner                 Ownership          Class
-------------------------------------------------------------------------------
  Common Stock     Gregory J. Chachas               2,523,860         58.00%
                   174 E. Dorchester Drive
                   Salt Lake City, UT 84103

                   All Directors and Officers       2,523,860         58.00%
                   as a Group (1 person)

         (c)      Changes in Control.
                  -------------------

         On October 21, 2002, Gregory J. Chachas, the sole officer and director
of the Corporation entered into an agreement to sell 2,100,000 of the 2,573,800
shares he owned to USM Capital Group, Inc. In continued efforts to locate an
acquisition or merger candidate, the Company also entered into a consulting
agreement with Sol Tech Corporation whereby the Company issued 800,000 shares of
restricted common stock at the price of $0.05 per share. The result was that Sub
Surface Waste Management of Delaware, Inc., became a 56.3% owned subsidiary of
U.S. Microbics, Inc., the parent Company of both USM Capital Group, Inc. and Sol
Tech Corporation.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Transactions with Management and Others.
         ----------------------------------------

         There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any director
or executive officer, or any security holder who is known to the Company to own
of record or beneficially more than five percent of the Company's common stock,
or any member of the immediate family of any of the foregoing persons, had a
material interest. However, each of the current directors and executive officers
and certain of the Company's former directors and executive officers has
received "unregistered" and "restricted" shares of the Company's common stock in
consideration of services rendered and cash contributed to the Company. Gregory
J. Chachas, currently the sole officer and director, who is deemed to be an
affiliate of the Company, has received an aggregate of 20,700,000 "unregistered"
and "restricted" shares in consideration of services rendered and for cash paid
to the Company. See the captions "Recent Sales of Unregistered Securities" and
"Executive Compensation" of this Report.

                                    Page 26
<PAGE>

         Certain Business Relationships.
         -------------------------------

         There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any director
or executive officer, or any security holder who is known to the Company to own
of record or beneficially more than five percent of the Company's common stock,
or any member of the immediate family of any of the foregoing persons, had a
material interest. However, see the caption "Transactions with Management and
Others" of this Report.

         Indebtedness of Management.
         ---------------------------

         There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any director
or executive officer, or any security holder who is known to the Company to own
of record or beneficially more than five percent of the Company's common stock,
or any member of the immediate family of any of the foregoing persons, had a
material interest. However, see the caption "Transactions with Management and
Others" of this Report.

         Transactions with Promoters.
         ----------------------------

         There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any promoter
or founder, or any member of the immediate family of any of the foregoing
persons, had a material interest. However, see the caption "Transactions with
Management and Others" of this Report.

ITEM 13. CONTROLS AND PROCEDURES

         Evaluation of Disclosure Controls and Procedures. Based on an
evaluation under the supervision and with the participation of the our
management as of a date within 90 days of the filing date of this Annual Report
on Form 10-KSB, our principal executive officer and principal financial officer
have concluded that our disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c)) under the Securities Exchange Act of 1934, are
effective to ensure that information required to be disclosed in reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms.

         Changes in Internal Controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation. There were no significant
deficiencies or material weaknesses, and therefore there were no corrective
actions taken. However, the design of any system of controls is based in part
upon certain assumptions about the likelihood of future events and there is no
certainty that any design will succeed in achieving its stated goal under all
potential future considerations, regardless of how remote.

                                    Page 27
<PAGE>

ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K

         (a) List of Exhibits attached or incorporated by reference pursuant to
Item 601 of Regulation S-B.

         EXHIBIT  DESCRIPTION
         -------  -----------

         3.1(+)   Amended and Restated Certificate of Incorporation, Form 8-K
                  filed December 10, 2002

         10.1(+)  Capital Stock Exchange and Agreement between the Registrant
                  and the stockholders and option holders of Sub surface Waste
                  Management, Inc., a Nevada Corporation, Form 8-K filed
                  December 10, 2002.

         10.1(+)  Consulting agreement with Sol Tech Inc., Form 8-K filed
                  December 24, 2002.


         (+) Previously filed. (+)(+) Filed herewith.

         (b) Reports on Form 8-K. There were no reports on Form 8-K filed during
the last quarter of the period covered by this report.

         EXHIBIT INDEX
         -------------

         The following Exhibit Index sets forth the Exhibit attached hereto

         EXHIBIT  DESCRIPTION
         -------  -----------

         None

                                    Page 28
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.


                                                    Sub Surface Waste
                                                    Management of Delaware Inc.
                                                    (A Delaware Corporation)


Dated: January 9, 2003                              /S/ Bruce S. Beattie
                                                    ----------------------------
                                                    By: Bruce S. Beattie
                                                    Its: President and CEO


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Sub Surface Waste Management of
Delaware, Inc., (the "Company") on Form 10-KSB for the period ending September
30, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), Bruce S. Beattie, Chief Executive Officer of the Company,
certify to the best of my knowledge, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13 (a) or 15 (d)
of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.



                                    /S/ BRUCE S. BEATTIE
                                    --------------------
                                    Bruce S. Beattie


Chief Executive Officer
January 9, 2003

                                    Page 29
<PAGE>



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Sub Surface Waste Management of
Delaware, Inc., (the "Company") on Form 10-KSB for the period ending September
30, 2002 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Conrad Nagel, Principal Accounting Officer of the Company,
certify to the best of my knowledge, pursuant to 18 U.S.C. Section. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13 (a) or 15 (d)
of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.





                                    /S/CONRAD NAGEL
                                    ---------------
                                    Conrad Nagel


Principal Accounting Officer
January 9, 2003



                                    Page 30