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 fiscal year ended December 31, 2004

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     AND EXCHANGE ACT OF 1934


                Commission file number 33-3385 LA

              EARTH PRODUCTS AND TECHNOLOGIES, INC.
      -----------------------------------------------------
      (Exact name of registrant as specified in its charter)

           Nevada                                    87-0430816
   ------------------------              -----------------------------------
   (State of incorporation)              (I.R.S. Employer Identification No.)


2157 S. Lincoln Street, Salt Lake City, Utah                84106
--------------------------------------------              ---------
(Address of principal executive offices)                  (Zip code)


Issuer's telephone number, including area code:  (801) 323-2395

Securities registered 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
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the
past 90 days.   Yes   [X]   No [_]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained herein, and will not 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]

State issuer's revenue for it most recent fiscal year:  None.

As of March 3, 2005 the registrant had 32,001,004 common shares outstanding.

The aggregate market value of the voting stock held by non-affiliates as of
March 3, 2005 was approximately $1,276,040.

Documents incorporated by reference:  None

Transitional Small Business Disclosure Format:  Yes [_]    No [X]

<PAGE>

                        TABLE OF CONTENTS

                              PART I

Item 1.  Description of Business............................................3
Item 2.  Description of Property............................................5
Item 3.  Legal Proceedings..................................................5
Item 4.  Submission of Matters to a Vote of Security Holders................5

                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters...........5
Item 6.  Plan of Operation..................................................6
Item 7.  Financial Statements...............................................7
Item 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure..............................................25
Item 8A. Controls and Procedures...........................................25
Item 8B. Other Information.................................................25

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act.................25
Item 10. Executive Compensation............................................26
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters...................................26
Item 12. Certain Relationships and Related Transactions....................27
Item 13. Exhibits..........................................................27
Item 14. Principal Accountant Fees and Services............................27
Signatures.................................................................28





In this annual report references to "Earth Products," "we," "us," and "our"
refer to Earth Products and Technologies, Inc.

        SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission ("SEC") encourages companies to
disclose forward-looking information so that investors can better understand
future prospects and make informed investment decisions.  This report contains
these types of statements.  Words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "project," or "continue" or comparable terminology
used in connection with any discussion of future operating results or
financial performance identify forward-looking statements.  You are cautioned
not to place undue reliance on the forward-looking statements, which speak
only as of the date of this report.  All forward-looking statements reflect
our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.


                                2
<PAGE>


                              PART I
                              ------

ITEM 1.   DESCRIPTION OF BUSINESS

Historical Development

Earth Products was incorporated in the state of Nevada in 1986 under the name
Mainstay Investments, Inc.  In October 1997 we adopted our current name and
from 1997 to 1998 we attempted to develop technologies to remove or reduce
pollutants.  As of January 1999 we had divested all of our operations and
became inactive.

Our Business

We are a development stage company and have had recurring operating losses for
the past two fiscal years.  Our independent auditors have expressed doubt that
we can continue as a going concern unless we obtain financing to continue
operations.

Our business plan is to seek, investigate, and, if warranted, acquire an
interest in a business opportunity.  Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise.  We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. As of the date of this filing we have not identified any
business opportunity that we plan to pursue, nor have we reached any
preliminary or definitive agreements or understandings with any person
concerning an acquisition or merger.

Based on current economic and regulatory conditions, management believes that
it is possible, if not probable, for a company like ours, without many assets
or liabilities, to negotiate a merger or acquisition with a viable private
company.  The opportunity arises principally because of the high legal and
accounting fees and the length of time associated with the registration
process of "going public."  However, should any of these conditions change, it
is very possible that there would be little or no economic value for anyone
taking over control of Earth Products.

Our search for a business opportunity will not be limited to any particular
geographical area or industry and  includes both U.S. and international
companies.  Our management has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of such
opportunities, economic conditions and other factors.  Our management believes
that companies who desire a public market to enhance liquidity for current
stockholders, or plan to acquire additional assets through issuance of
securities rather than for cash will be potential merger or acquisition
candidates.

The selection of a business opportunity in which to participate is complex and
extremely risky and will be made by management in the exercise of its business
judgement.  Our activities are subject to several significant risks which
arise primarily as a result of the fact that we have no specific business and
may acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our stockholders.  We can not assure you that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to us and our stockholders.  Should a merger or acquisition
prove unsuccessful, it is possible management may decide not to pursue further
acquisition activities and management may abandon its activities and we may
become dormant or be dissolved.

It is possible that the range of business opportunities that might be
available for consideration by us could be limited by impact of the SEC
regulations regarding purchase and sale of "penny stock."  Our common stock is
thinly traded on the OTC Bulletin Board and we cannot assure that a market
will develop or that a stockholder will be able to liquidate his investments
without considerable delay, if at all.  If a market develops, our shares will
likely be subject to the rules of the Penny Stock Suitability Reform Act of
1990.  The liquidity of penny stock is affected by specific disclosure
procedures required by this Act to be followed by all broker-dealers,
including but not limited to, determining the suitability of the stock for a
particular customer, and obtaining a written agreement from the customer to
purchase the stock.  This rule may affect the ability of broker-dealers to
sell our securities and may affect the ability of purchasers to sell our
securities in any market.


                                3

<PAGE>

Investigation and Selection of Business Opportunities

We anticipate that business opportunities will come to our attention from
various sources, including our officers and directors, our stockholders,
professional advisors such as attorneys and accountants, securities
broker-dealers, investment banking firms, venture capitalists, members of the
financial community and others who may present unsolicited proposals.
Management expects that prior personal and business relationships may lead to
contacts with these various sources.

Our management will analyze the business opportunities; however, none of our
management are professional business analysts.  (See, Part III, Item 9:
Directors, Executive Officers, . . .)  Our management has had limited
experience with mergers and acquisitions of business opportunities and has not
been involved with an initial public offering.  As a result, management may
rely on promoters or their affiliates, principal stockholders or associates to
assist in the investigation and selection of business opportunities.

Certain conflicts of interest exist or may develop between us and our officers
and directors.  Our management has other business interests to which they
currently devote attention, which include their primary employment and
management of other development stage reporting companies.  They may be
expected to continue to devote their attention to these other business
interests although management time should be devoted to our business.  As a
result, conflicts of interest may arise that can be resolved only through
their exercise of judgement in a manner which is consistent with their
fiduciary duties to us.

A decision to participate in a specific business opportunity may be made upon
our management's analysis of:
..     the quality of the business opportunity's management and personnel,
..     the anticipated acceptability of its new products or marketing concept,
..     the merit of its technological changes,
..     the perceived benefit that it will derive from becoming a publicly held
      entity, and
..     numerous other factors which are difficult, if not impossible, to
      analyze through the application of any objective criteria.

No one factor described above will be controlling in the selection of a
business opportunity.  Management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data.  Potential business opportunities
may occur in many different industries and at various stages of development.
Thus, the task of comparative investigation and analysis of such business
opportunities will be extremely difficult and complex. Potential investors
must recognize that because of our limited capital available for investigation
and management's limited experience in business analysis, we may not discover
or adequately evaluate adverse facts about the opportunity to be acquired.

In many instances, we anticipate that the historical operations of a specific
business opportunity may not necessarily be indicative of the potential for
the future because of the possible need to substantially shift marketing
approaches, significantly expand operations, change product emphasis, change
or substantially augment management, or make other changes.  We will be
dependent upon the owners of a business opportunity to identify any such
problems which may exist and to implement, or be primarily responsible for,
the implementation of required changes.

Form of Acquisition

We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity.  The legal
structure or method deemed by management to be suitable will be selected based
upon our review and our relative negotiating strength. Such methods may
include, but are not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other forms of organization.  We may be required to merge, consolidate or
reorganize with other corporations or forms of business organizations. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or
reorganization transaction. As part of

                                4

<PAGE>


such a transaction, our existing directors may resign and new directors may be
appointed without any vote by our stockholders.

We likely will acquire our participation in a business opportunity through the
issuance of common stock or other securities.  Although the terms of any such
transaction cannot be predicted, it should be noted that issuance of
additional shares also may be done simultaneously with a sale or transfer of
shares representing a controlling interest by current principal stockholders.

In the event we merge or acquire a business opportunity, the successor company
will be subject to our reporting obligations.  This is commonly referred to as
a "back door registration."  A back door registration occurs when a
non-reporting company becomes the successor of a reporting company by merger,
consolidation, exchange of securities, acquisition of assets or otherwise.
This type of event requires the successor company to file a current report
with the SEC which provides the same kind of information about the company to
be acquired that would appear in a registration statement, including audited
and pro forma financial statements.  Accordingly, we may incur additional
expense to conduct due diligence and present the required information for the
business opportunity in any report.  Also, the SEC may elect to conduct a full
review of the successor company and may issue substantive comments on the
sufficiency of disclosure related to the company to be acquired.

Competition

We expect to encounter substantial competition in our effort to locate
attractive opportunities.  Business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than we are to obtain access to
attractive business opportunities.  We also will experience competition from
other public development stage companies, many of which may have more funds
available for such transactions.

Employees

We currently have no employees.  Our management expects to confer with
consultants, attorneys and accountants as necessary.  We do not anticipate a
need to engage any full-time employees so long as we are seeking and
evaluating business opportunities.

ITEM 2.   DESCRIPTION OF PROPERTY

We do not own or lease any real property.  Until we pursue a viable business
opportunity and recognize income, we will not seek independent office space.

ITEM 3.   LEGAL PROCEEDINGS

We are not a party to any proceedings or threatened proceedings.

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

We have not submitted a matter to a vote of our stockholders during the fourth
quarter of the year ended December 31, 2004.

                             PART II
                             -------

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information


                                5

<PAGE>


Our common stock is listed and thinly traded on the NASD OTC Bulletin Board
under the symbol "EPAT."  The following table represents the range of the high
and low bid prices of our stock for each fiscal quarter during the past two
years as reported by the OTC Bulletin Board Historical Data Service.  Such
quotations represent prices between dealers and may include retail markups,
markdowns, or commissions and may not necessarily represent actual
transactions.

      Year    Quarter Ended     High    Low
      -----   ---------------   ------  ------
      2003    March 31          $ 0.01  $ 0.01
              June 30             0.01    0.01
              September 30        0.015   0.01
              December 31         0.017   0.015

      2004    March 31          $ 0.03  $ 0.025
              June 30             0.03    0.03
              September 30        0.06    0.03
              December 31         0.06    0.04

Holders and Dividends

We have approximately 675 stockholders of record as of March 3, 2005, which
does not include "street accounts" of securities brokers.  We have not granted
options or warrants.  We have not paid any cash dividends on our outstanding
shares of common stock, and no cash dividends are contemplated to be paid in
the foreseeable future.

Recent Sales of Unregistered Securities

None.

Issuer Purchase of Securities

None.

ITEM 6.   PLAN OF OPERATION

At December 31, 2004 we had $6,274 cash and no total liabilities and we have
experienced losses for the past two fiscal years.  During the next twelve
months our management intends to actively seek an operating company to acquire
or merge with which will create necessary operating revenue.

We currently cannot satisfy our cash requirements for our operations.  The
majority of our operating expenses are related to our reporting obligations
under the Exchange Act.  These expenses are related to legal, accounting and
professional services required to prepare and file our reports with the SEC.
We are unable to pay cash for these services and have relied on related and
third parties to pay for these costs on our behalf.  These parties have not
entered into written agreements guaranteeing funds and, therefore, these
parties are not obligated to provide funds in the future.  However, management
anticipates that these parties will continue to pay for these costs on our
behalf during the next twelve months.  Historically, we have paid for these
advances by converting the debt into common stock.

If we obtain a business opportunity, then it may be necessary to raise
additional capital.  We likely will sell our common stock to raise this
additional capital.  We expect to issue such stock pursuant to exemptions
provided by federal and state securities laws.  The purchasers and manner of
issuance will be determined according to our financial needs and the available
exemptions.  We do not currently intend to make a public offering of our
stock.  We also note that if we issue more shares of our common stock, then
our shareholders may experience dilution in the value per share of their
common stock.


                                6

<PAGE>



ITEM 7.   FINANCIAL STATEMENTS





              EARTH PRODUCTS AND TECHNOLOGIES, INC.

                 (A Development Stage Company)

                       Financial Statements

                    December 31, 2004 and 2003



                                7


<PAGE>

                             CONTENTS


Independent Auditor's Report ..............................................F-3

Balance Sheets ............................................................F-4

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

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

Statements of Cash Flows .................................................F-11

Notes to the Financial Statements ........................................F-13



                                8

<PAGE>


   Chisholm,
     Bierwolf &                                 533 West 2600 South, Suite 250
       Nilson, LLC                                       Bountiful, Utah 84010
                                                         Office (801) 292-8756
Certified Public Accountants                                Fax (801) 292-8809

______________________________________________________________________________


                   INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
of Earth Products and Technologies, Inc.
Salt Lake City, Utah

We have audited the accompanying balance sheets of Earth Products and
Technologies, Inc. (a development stage company) as of December 31, 2004 and
2003 and the related statements of operations, stockholders' equity and cash
flows for the years then ended and from inception February 10, 1986 through
December 31, 2004.  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.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audits 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 Earth Products and
Technologies, Inc.  (a development stage company) as of December 31, 2004 and
2003 and the results of its operations and cash flows for the years then ended
and from inception February 10, 1986 through December 31, 2004 in conformity
with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these matters
are described in Note 4.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



/s/ Chisholm, Bierwolf & Nilson

Chisholm, Bierwolf & Nilson
Bountiful, Utah
March 2, 2005


                               F-3
<PAGE> 9


                Earth Products & Technologies, Inc.
                  (A Development Stage Company)
                          Balance Sheets


                              ASSETS
                                                           December 31
                                                   ---------------------------
                                                       2004          2003
                                                   ------------- -------------
CURRENT ASSETS

Cash                                               $      6,274  $      8,924
                                                   ------------- -------------

    TOTAL ASSETS                                   $      6,274  $      8,924
                                                   ============= =============


               LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES                                $          -  $          -

STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; 50,000,000 shares
  authorized; 32,001,004 and 32,001,004 shares
  issued and outstanding respectively                    32,001        32,001

Additional Paid in Capital                            4,000,906     4,000,906

Deficit Accumulated during the development stage     (4,026,633)   (4,023,983)
                                                   ------------- -------------

  Total Stockholders' Equity (deficit)                    6,274         8,924
                                                   ------------- -------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $      6,274  $      8,924
                                                   ============= =============













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


                               F-4

<PAGE> 10

               Earth Products & Technologies, Inc.
                  (A Development Stage Company)
                     Statements of Operations

                                                                     From
                                                                 Inception on
                                         For the Years Ended     February 10,
                                              December 31           1986 to
                                     ---------------------------    Dec. 31,
                                           2004         2003         2004
                                     ------------- ------------- -------------
REVENUE
  Revenue                            $          -  $          -  $     50,000
  Cost of goods sold                            -             -             -
                                     ------------- ------------- -------------
     Gross Profit                               -             -        50,000

EXPENSES
  Selling expense                               -             -       109,489
  Depreciation and amortization                 -             -        67,187
  Research and development                      -             -       153,773
  General and administrative                2,550        21,785     2,760,532
                                     ------------- ------------- -------------

    Total Expenses                          2,550        21,785     3,090,981
                                     ------------- ------------- -------------

OPERATING LOSS                             (2,550)      (21,785)   (3,040,981)
                                     ------------- ------------- -------------
OTHER INCOME (EXPENSE)
  Bad debt                                      -             -      (894,326)
  Bad debt recovery                             -             -       600,000
  Gain on disposition of debt (Note 2)          -             -       103,284
  Interest expense                              -             -       (94,008)
  Loss on disposal of asset                     -             -      (525,281)
  Discontinued operations                       -             -      (689,191)
  Income taxes                               (100)         (100)       (1,753)
  Minority interest                             -             -        89,595
                                     ------------- ------------- -------------
    Total Other Income (Expense)             (100)         (100)   (1,411,680)
                                     ------------- ------------- -------------

NET LOSS                             $     (2,650) $    (21,885) $ (4,452,661)
                                     ============= ============= =============

WEIGHTED AVERAGE LOSS PER SHARE      $      (0.00) $      (0.00) $      (0.16)
                                     ============= ============= =============

WEIGHTED AVERAGE SHARES OUTSTANDING    32,001,004    30,088,675    10,714,536
                                     ============= ============= =============


The accompanying notes are an integral part of these financial statements

                               F-5


<PAGE> 11
<TABLE>
<CAPTION>
                      Earth Products & Technologies, Inc.
                         (A Development Stage Company)
                       Statements of Stockholders' Equity
         From Inception on February 10, 1986 through December 31, 2004

                                                                     Deficit
                                                                     Accumulated
                                     Common Stock      Additional    During the
                                 --------------------- Paid-in       Development   Treasury     Minority
                                 Shares     Amount     Capital       Stage         Stock        Interest
                                 ---------- ---------- ------------- ------------- ------------ ------------
<S>                              <C>        <C>        <C>           <C>           <C>          <C>

Balance, February 10, 1986               -  $       -  $          -  $          -  $         -  $         -

Shares issued to officers and
  director at $0.25 per share       20,000         20         4,980             -            -            -

Net loss for the period ended
  December 31, 1986                      -          -             -          (160)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1986         20,000         20         4,980          (160)           -            -

Shares issued through public
  offering at $2.50 per share       40,000         40        99,960             -            -            -

Public offering costs                    -          -       (20,315)            -            -            -

Shares issued in acquisition of
  wholly-owned subsidiary           72,000         72        29,928             -            -            -

Shares issued through private
  placement at $25 per share         1,000          1        24,999             -            -            -

Net loss for the year ended
  December 31, 1987                      -          -             -       (36,112)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1987        133,000        133       139,552       (36,272)           -            -

Shares issued through private
  placement at $25 per share         3,000          3        74,997             -            -            -

Net loss for the year ended
  December 31, 1988                      -          -            -        (48,075)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1988        136,000        136       214,549       (84,347)           -            -

Net loss for the year ended
  December 31, 1989                      -        -               -       (175,094)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1989        136,000        136       214,549      (259,441)           -            -

Expenses paid on behalf of the
 Company by stockholders                 -          -        53,481             -            -            -

Shares issued for services
  provided by stockholders
  at $0.01 per share                17,000         17           (17)            -            -            -

Net loss for the year ended
  December 31, 1990                      -          -             -        (8,685)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1990        153,000        153       268,013      (268,126)           -            -


   The accompanying notes are an integral part of these financial statements

                                      F-6
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
                      Earth Products & Technologies, Inc.
                         (A Development Stage Company)
                       Statements of Stockholders' Equity
         From Inception on February 10, 1986 through December 31, 2004

                                                                     Deficit
                                                                     Accumulated
                                     Common Stock      Additional    During the
                                 --------------------- Paid-in       Development   Treasury     Minority
                                 Shares     Amount     Capital       Stage         Stock        Interest
                                 ---------- ---------- ------------- ------------- ------------ ------------
<S>                              <C>        <C>        <C>           <C>           <C>          <C>

Balance - December 31, 1990        153,000  $     153  $    268,013  $   (268,126) $         -  $         -

Net loss for the year ended
  December 31, 1991                      -          -             -       (41,701)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1991        153,000        153       268,013      (309,827)           -            -

Shares issued for cash and
 relief of debt at $1.70
 per share                          47,000         47        80,793             -            -            -

Shares issued for marketing
  and manufacturing rights
  at $0.00 per share             1,400,000      1,400       (1,400)             -            -            -

Shares issued for services
  performed at $0.00 per share     200,000        200         (200)             -            -            -

Shares issued through private
  placement at $2.50 per share     200,000        200       455,492             -         (192)           -

Net loss for the year ended
  December 31, 1992                      -          -             -      (387,200)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1992      2,000,000      2,000       802,698      (697,027)        (192)           -

Shares issued through private
  placement at $2.50 per share           -          -        47,808             -          192            -

Cancellation of shares issued
  for private placement           (200,000)      (200)          200             -            -            -

Shares issued through private
  placement at $5.00 per share      33,200         33       166,159             -            -            -

Capital contributed by
  shareholder                            -          -        80,826             -            -            -

Net loss for the year ended
  December 31, 1993                      -          -             -      (855,206)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1993      1,833,200      1,833     1,097,691    (1,552,233)           -            -

Cancellation of shares              (5,700)        (6)            6             -            -            -

Capital contributed by
  shareholders                           -          -       598,565             -            -            -

Net loss for the year ended
  December 31, 1994                      -          -             -      (383,792)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1994      1,827,500      1,827     1,696,262    (1,936,025)           -           -


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

                                      F-7

</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>

                      Earth Products & Technologies, Inc.
                         (A Development Stage Company)
                       Statements of Stockholders' Equity
         From Inception on February 10, 1986 through December 31, 2004

                                                                     Deficit
                                                                     Accumulated
                                     Common Stock      Additional    During the
                                 --------------------- Paid-in       Development   Treasury     Minority
                                 Shares     Amount     Capital       Stage         Stock        Interest
                                 ---------- ---------- ------------- ------------- ------------ ------------
<S>                              <C>        <C>        <C>           <C>           <C>          <C>

Balance - December 31, 1994       1,827,500 $   1,827  $  1,696,262  $ (1,936,025) $         -   $       -

Cancellation of shares               (8,000)       (8)      (40,972)            -            -           -

Capital contributed by
  shareholders                            -         -        40,665             -            -           -

Net loss for the year ended
  December 31, 1995                       -         -             -       (56,897)           -           -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1995       1,819,500     1,819     1,695,955    (1,992,922)           -           -

Shares issued to officers and
  directors at $.50 per share
  for services rendered             233,620       234       116,576             -            -            -

Shares issued to officers and
  directors at an average price
  of approximately $0.50 per
  share in settlement of related
  party loans                       891,900       892       396,029             -            -            -

Share issued to creditors at an
  average price of approximately
  $2.50 per share in settlement
  of accounts payable                92,000        92       229,509             -            -            -

Net loss for the year ended
  December 31, 1996                       -         -             -      (194,094)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1996       3,037,020     3,037     2,438,069    (2,187,016)           -            -

Shares issued for purchase of
  87% of EWSI stock  (Note 5)     3,000,000     3,000        (3,000)            -            -            -

Shares issued for payment
  of notes to related parties       660,000       660       299,340             -            -            -

Shares issued for cash at
  $1.00 per share                    90,000        90        89,910             -            -            -

Shares issued for contract with
  a public relations firm           500,000       500             -             -            -            -

Net loss for the year ended
  December 31, 1997                       -         -             -      (454,370)           -      (59,513)
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1997       7,287,020     7,287     2,824,319    (2,641,386)           -      (59,513)



   The accompanying notes are an integral part of these financial statements

                                      F-8


</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>

                      Earth Products & Technologies, Inc.
                         (A Development Stage Company)
                       Statements of Stockholders' Equity
         From Inception on February 10, 1986 through December 31, 2004

                                                                     Deficit
                                                                     Accumulated
                                     Common Stock      Additional    During the
                                 --------------------- Paid-in       Development   Treasury     Minority
                                 Shares     Amount     Capital       Stage         Stock        Interest
                                 ---------- ---------- ------------- ------------- ------------ ------------
<S>                              <C>        <C>        <C>           <C>           <C>          <C>

Balance - December 31, 1997       7,287,004 $   7,287  $  2,824,319  $ (2,641,386) $         -  $   (59,513)

Shares issued for services
  at $0.10 per share                975,000       975        96,525             -            -            -

Shares issued for conversion
  of notes                        5,000,000     5,000       434,500             -            -            -

Shares issued in lieu of payment
  for insurance coverage            250,000       250        24,885             -            -            -

Shares issued for services
  at $0.25 per share                 20,000        20         4,980             -            -            -

Shares issued for cash at
  $0.50 per share                   409,000       409       204,091             -            -            -

Shares issued for cash at
  $0.01 per share (Note 3)       11,000,000    11,000        99,000             -            -            -

Spin-off of Subsidiary
  adjustment                              -         -       112,166       426,028            -       89,595

Net loss for the year ended
   December 31, 1998                      -         -             -      (724,470)           -      (30,082)
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1998      24,941,004    24,941     3,800,466    (2,939,828)           -            -

Shares issued for conversion
  of Notes Payable                1,100,000     1,100        53,900             -            -            -

Shares issued for expenses and
  services valued at $12,000        240,000       240        11,760             -            -            -

Net loss for the year ended
  December 31, 1999                       -         -             -      (939,662)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 1999      26,281,004    26,281     3,866,126    (3,879,490)           -            -

Shares issued for services
  at $0.06 per share                200,000       200        11,800             -            -            -

Shares issued for services
  at $0.067 per share               300,000       300        19,700             -            -            -

Shares issued for services
  at $0.05 per share                600,000       600        29,400             -            -            -

Net loss for the year ended
  December 31, 2000                       -         -             -       (47,982)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 2000      27,381,004    27,381     3,927,026    (3,927,472)           -            -


   The accompanying notes are an integral part of these financial statements

                                      F-9

</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
                      Earth Products & Technologies, Inc.
                         (A Development Stage Company)
                       Statements of Stockholders' Equity
         From Inception on February 10, 1986 through December 31, 2004

                                                                     Deficit
                                                                     Accumulated
                                     Common Stock      Additional    During the
                                 --------------------- Paid-in       Development   Treasury     Minority
                                 Shares     Amount     Capital       Stage         Stock        Interest
                                 ---------- ---------- ------------- ------------- ------------ ------------
<S>                              <C>        <C>        <C>           <C>           <C>          <C>

Balance - December 31, 2000      27,381,004 $  27,381  $  3,927,026  $ (3,927,472) $         -  $         -

Shares issued for services at
 $0.021 per share                   700,000       700        14,300             -            -            -

Shares issued for services at
 $0.02 per share                    920,000       920        17,580             -            -            -

Shares issued for services at
 $0.025 per share                 1,000,000     1,000        24,000             -            -            -

Net loss for the year ended
 December 31, 2001                        -         -             -       (61,164)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 2001      30,001,004    30,001     3,982,906    (3,988,636)           -            -

Net loss for the year ended
 December 31, 2002                        -         -             -       (13,462)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 2002      30,001,004    30,001     3,982,906    (4,002,098)           -            -

Shares issued for services
 at $0.01 per share               2,000,000     2,000        18,000             -            -            -

Net loss for the year ended
  December 31, 2003                       -         -             -       (21,885)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 2003      32,001,004    32,001     4,000,906    (4,023,983)           -            -

Net loss for the year ended
  December 31, 2004                       -         -             -        (2,650)           -            -
                                 ---------- ---------- ------------- ------------- ------------ ------------

Balance - December 31, 2004      32,001,004 $  32,001  $  4,000,906  $ (4,026,633)
                                 ========== ========== ============= =============



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

                                      F-8

</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>





                     Earth Products and Technologies, Inc.
                         (A Development Stage Company)
                            Statements of Cash Flows

                                                                                Inception on
                                                        For the Years Ended     February 10,
                                                             December 31        1986 Through
                                                    --------------------------- December 31,
                                                         2004         2003      2004
                                                    ------------- ------------- -------------
<S>                                                 <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net Loss From Operations                          $     (2,650) $    (21,885) $ (4,452,661)
  Adjustments to Reconcile Net Cash Provided
   by Operating Activities:
      Bad Debt                                                 -             -       894,326
      Depreciation and amortization                            -             -        93,309
      Loss on disposal of assets                               -             -       350,281
      Gain on disposition of assets                            -             -      (103,284)
      Common stock issued for services rendered                -        20,000       397,445
      Minority Interest                                        -             -       (89,595)
    Changes in operating assets and liabilities:
      (Net of effects of purchase/Spin-off of EWSI)
      (Increase) Decrease in:
         Accounts receivable                                   -             -       (98,803)
         Inventory                                             -             -        22,842
       Decrease in shareholder advances                        -             -         9,176
       Increase (decrease) in accounts payable,
         accrued expenses and payroll taxes                    -             -       583,579
                                                    ------------- ------------- -------------

  Net Cash Provided (Used) by Operating Activities        (2,650)       (1,885)   (2,393,385)
                                                    ------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES

   Cash acquire/(spun-off) in acquisition of EWSI              -             -         6,241
   Cash advanced on note receivable                            -             -        (6,049)
   Investment in inventory                                     -             -      (381,143)
   Purchase of fixed assets                                    -             -      (121,743)
   Payment of organization costs                               -             -          (110)
   Cash advanced to subsidiary prior to acquisition            -             -      (200,000)
   Cash from sales of assets                                   -             -         1,970
                                                    ------------- ------------- -------------

 Net Cash (Used) in Investing Activities            $          -  $          -  $   (700,834)
                                                    ------------- ------------- -------------



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

                                      F-11

</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>

                     Earth Products and Technologies, Inc.
                         (A Development Stage Company)
                            Statements of Cash Flows

                                                                                From
                                                                                Inception on
                                                        For the Years Ended     February 10,
                                                             December 31        1986 Through
                                                    --------------------------- December 31,
                                                         2004        2003       2004
                                                    ------------- ------------- -------------
<S>                                                 <C>           <C>           <C>
CASH FLOWS FROM FINANCING ACTIVITIES

  Contribution by stockholders                      $          -  $          -  $    996,375
  Payment to stockholder                                       -             -       (13,202)
  Sale of common stock                                         -             -     1,295,685
  Cash received from debt financing                            -             -     1,581,384
  Cash paid on debt financing                                  -             -      (759,749)
                                                    ------------- ------------- -------------

  Net cash Provided from Financing Activities                  -             -     3,100,493
                                                    ------------- ------------- -------------

NET INCREASE (DECREASE) IN CASH                           (2,650)       (1,885)        6,274

CASH AT BEGINNING OF PERIOD                                8,924        10,809             -
                                                    ------------- ------------- -------------

CASH AT ENDING OF PERIOD                            $      6,274  $      8,924  $      6,274
                                                    ============= ============= =============

SUPPLEMENTAL CASH FLOW INFORMATION

  CASH PAID FOR
    Interest                                         $         -  $          -  $     19,972
    Income taxes                                     $       100  $        100  $      1,653

  NON CASH FINANCING ACTIVITIES
    Issuance of stock in settlement of debt          $         -  $          -  $  1,446,858
    Capital contributed by shareholders              $         -  $          -  $    639,230
    Issuance of stock for services                   $         -  $     20,000  $    397,445





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

                                      F-12

<PAGE> 18
</TABLE>


              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - Summary of Significant Accounting Policies

a.  Organization

Earth Products and Technologies, Inc. (the Company), was incorporated February
10, 1986 under the laws of the State of Nevada, as Mainstay Investments, Inc.
The Company was organized for the purpose of searching out and acquiring or
participating in a business or business opportunity.  In 1987 the Company
changed its name to Bio-Helix, Inc.  On July 13, 1990, the Company's name was
changed to Concept Gold, Inc., and on September 30, 1992, the name was changed
to Environmental Plasma Arc Technology, Inc.  At such time, the Company
resolved to issue stock for an agreement between Nu-Arc Scientific, Inc.,
Edward Taylor and Carole Taylor, which gave the Company exclusive marketing
and manufacturing rights of certain patented air purification systems for
internal combustion engines and other applications.

In June, 1997 the board approved a transfer of the Plasma Arc equipment, fixed
asset and debt of the Company to EPAT, Inc. a wholly owned subsidiary of the
Company.  Then in November,1998, the board approved a stock dividend of EPAT,
Inc. to be issued to the shareholders of the Company, thus spinning out EPAT,
Inc. from the consolidated company.

In June of 1997 the Company acquired 87% of the stock of Environmental Water
Systems, Inc. (EWSI) in a share for share exchange accounted for by the
purchase method of a business combination.  EWSI is in the business of
constructing water purification systems for commercial manufacturers.  On
October 20, 1997 the company changed it's name to Earth Products and
Technologies, Inc.  On December 31, 1998, the Company sold 4,000,000 shares of
its total 5,525,300 shares of EWSI to EWS Services, Inc.  This transaction
left the Company with 23% of the total issued and outstanding stock of EWSI
and eliminated EWSI from the consolidated company.  The investment in EWSI was
accounted for using the equity method beginning January 1, 1999.  The
operations of EWSI for the 1998 year are included in these financial
statements at December 31, 1998.  The Company has divested itself of all
operating activities and is currently inactive.  At December 31, 1999 the
Company had no subsidiaries to consolidate with.  Accordingly, the Company is
classified as a development stage company as defined in SFAS No. 7.

b.  Accounting Method

The Company recognizes income and expense on the accrual basis of accounting.

c.  Cash and Cash Equivalents

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


                               F-13

<PAGE> 19


              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - Summary of Significant Accounting Policies (continued)

d.  Earnings (Loss) Per Share

The computation of earnings per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.

                                         Income (loss)   Shares     Per Share
                                          (Numerator)  (Denominator)  Amount
                                         ------------- ------------- --------
For the year ended December 31, 2004:

  Basic EPS
   Income (loss) to common stockholders  $     (2,650)   32,001,004  $ (0.00)
                                         ============= ============= ========
For the year ended December 31, 2003:

  Basic EPS
   Income (loss) to common stockholders  $    (21,886)   30,088,675  $ (0.00)
                                         ============= ============= ========
From inception on February 10, 1986 to
 December 31, 2004:

  Basic EPS
   Income (loss) to common stockholders  $ (4,452,662)   10,714,536  $ (0.16)
                                         ============= ============= ========

e.  Provision for Income Taxes

No provision for income taxes have been recorded due to net operating loss
carryforwards totaling approximately $4,026,633  which will be offset against
future taxable income.  These NOL carryforwards begin to expire in the year
2007 through 2014.  No tax benefit has been reported in the financial
statements because the Company believes there is a 50% or greater chance the
carryforward will expire unused.  The valuation allowance of the losses
carryforwards offsets any potential tax benefit.  These NOL's may also be
limited to use due to the change in ownership.

Deferred tax asset and the valuation account is as follows at December 31,
2004 and 2003:

                                                        December 31,
                                                    2004             2003
                                                -------------- -------------
Deferred tax asset:
     NOL carryforward                           $   1,369,065  $  1,368,155

     Valuation allowance                           (1,369,065)   (1,368,155)
                                                -------------- -------------
                                                $           -  $          -
                                                ============== =============



                               F-14

<PAGE>  20

              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - Summary of Significant Accounting Policies (continued)

f.  Use of 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.

g.  Fair Value of Financial Instruments

Unless otherwise indicated, the fair values of all reported assets and
liabilities which represent financial instruments (none of which are held for
trading purposes) approximate the carrying values of such amounts.

NOTE 2 - Related Party Transactions and Notes Payable - Shareholders

All of the original common shares issued were "restricted" shares and not to
be resold except in compliance with the provisions of Rule 144 promulgated by
the Securities and Exchange Commission.

Various shareholders advanced funds to the Company on a short-term basis as
needed.  During 1997, shareholders advanced $516,500, of which $300,000 was
converted to equity of 660,000 shares.  The balances owed to the shareholders
at December 31, 1997 and 1998 were $223,836 and $30,000 respectively.  During
1999, the shareholders advanced $25,000 to the Company and converted the
balance of $55,000 for 1,100,000 shares of common stock.

NOTE 3 - Stockholder Transactions

On September 25, 1992, stockholders ratified an agreement dated August 10,
1992, to purchase the manufacturing and marketing rights of air purification
systems held by Nu-Arc Scientific, Inc., Edward Taylor and Carole Taylor.  The
agreement provided that 70% of the total issued and outstanding stock would be
owned by Nu-Arc Scientific, Inc. and the Taylors, 10% would be held by the
shareholders of Concept Gold, Inc.

In November, 1992, the Company issued 1,400,000 shares for the marketing and
manufacturing rights to the "Plasma Arc Technology."  The value of the rights
was recorded at predecessor cost which was $-0-.




                               F-15
<PAGE> 21

              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2004 and 2003

NOTE 3 - Stockholder Transactions (continued)

Also in November, 1992, the Company issued 200,000 shares to an investor group
for services performed and 200,000 shares were issued and kept in treasury for
the private placement.  180,800 shares were sold for cash of $455,550 with the
remaining 19,200 shares remaining in treasury at December 31, 1992.  During
1993, the remaining 19,200 shares were sold for cash at $2.50 per share.

In June, 1993, the Board of Directors approved the cancellation of 200,000
shares issued to Nu-Arc Scientific, Inc.

In July, 1993, the Company issued 33,200 shares of common stock for cash at
$5.00 per share.

During 1993, Edward Taylor and Carole Taylor, major shareholders of the
Company, filed for bankruptcy.  Their stock was sold at a sheriff's sale to a
group of investors and certain shareholders of the Company, thus changing the
majority control of the Company.  In 1994, some of these shares were used to
settle debts of the Company.

During 1994, the board of directors approved the cancellation of 5,700 shares
issued to Nu-Arc Scientific, Inc.

During 1995, 8,000 shares issued to a vendor in lieu of payment were returned
to the Company and were canceled.  The corresponding liability was added back
to accounts payable.

As described in Note 1, the Company issued 3,000,000 shares of common stock
for 87% of the shares of EWSI, effective June 30, 1997.  Due to the negative
book value of EWSI, goodwill was recorded and the value of the transactions
totals $-0-.

The Company also issued 660,000 shares for relief of notes in the amount of
$300,000 to shareholders.

During 1997 the Company sold 90,000 shares at $1.00 for cash in a private
placement, and 500,000 shares to a public relation firm as an incentive to
accept the Company as a client.

During 1997 the Board of Directors authorized a 1 for 10 reverse stock split.
All per share information in these financial statements have been
retroactively restated to reflect the stock split.






                               F-16

<PAGE> 22

              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2004 and 2003

NOTE 3 - Stockholder Transactions (continued)

During 1998 the Company issued stock for the following:

On May 8, 1998, June 9, 1998 and November 23, 1998, the Company issued 995,000
shares for services valued at $97,500.

On May 29, and June 5, 1998 the Company issued 5,000,000 shares for conversion
of debt to related parties in the amount of $439,500.

The Company issued shares for insurance coverage valued at $25,135 on June 4,
and November 27, 1998.

During September and November, 1998, the Company issued 409,000 shares for
cash at $.50 per share.

During November, 1998, the Company issued 11,000,000 shares for cash of
$110,000, in contemplation of the spin-off agreements.

In December, 1998, an adjustment to Paid-in Capital and retained earnings was
necessary to remove the accumulated losses of the subsidiaries and the equity
in those subsidiaries from the books of the Company to reflect a
non-consolidated financial statement for the Company.

During 1999, a shareholder of the Company converted a $55,000 note payable for
1,100,000 shares of common stock and received 240,000 shares of stock for
$12,000 in expenses and services rendered to the Company.

During 2000, the Company issued 1,100,000 shares for services valued at
$62,000.

During 2001, the Company issued 2,620,000 shares for services valued at
$58,500.

During 2003, the Company issued 2,000,000 shares for services valued at
$20,000.

NOTE 4 - Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has minimal assets and
has had recurring operating losses for the past several years and is dependent
upon financing to continue operations.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.  It is management's plan to find an operating company to merge
with, thus creating necessary operating revenue.




                               F-17

<PAGE> 23


              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2004 and 2003

NOTE 5 - Notes Receivable

In 1998, pursuant to the spin-off agreement wherein the Company distributed
its interest in EPAT, Inc. a receivable from EPAT, Inc. of $96,554 existed.
Because EPAT, Inc. had no liquid assets or operations, the collectability of
this receivable was questionable.  An allowance for doubtful collection of
$48,277 had been established for the year ended December 31, 1998 and the
remainder of the receivable was written off in 1999.

Pursuant to the Sale Agreement wherein the Company sold 72% of its interest in
EWSI, a Note Receivable of $840,000 was received.  The note accrued interest
at 10%, and all principal and interest was due December 31, 1999.  This note
was written off to bad debt expense at December 31, 1999, due to the lack of
collectability.

In 2000, $600,000 was collected on the note and recorded as bad debt recovery.


                               F-18

<PAGE> 24

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

In our current report dated February 9, 2004, we reported that our independent
auditors, Chisholm & Associates, Certified Public Accountants, resigned as our
independent auditors and we engaged Chisholm, Bierwolf & Nilson, LLC,
Certified Public Accountants, as our independent auditors.

ITEM 8A.  CONTROLS AND PROCEDURES

Our President, who acts in the capacity as principal executive officer and
principal financial officer, has reevaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report and determined that there continued to be no significant deficiencies
in these procedures.  Also, there were no changes made or corrective actions
to be taken related to our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

None.

                             PART III
                             --------

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

Directors and Executive Officers

Our executive officers and directors, their respective ages, positions and
biographical information are presented below.  Our bylaws require three
directors who serve until our next annual meeting or until each is succeeded
by another qualified director.  We currently have a vacant directorship.  Our
executive officers are chosen by our board of directors and serve at its
discretion.  There are no existing family relationships between or among any
of our executive officers or directors.

    Name           Age    Position                          Director Since
------------------ ------ --------------------------------- -----------------
John W. Peters     53     President, Director               June 9, 1997
Ariika Mason       24     Secretary/Treasurer, Director     June 15, 2001

John W. Peters - Since 1995 to the present Mr. Peters has served as our
President and Chairman of the Board.  In prior years he was employed as our
operations manager.   Mr. Peters is the manager of Development Specialties,
Inc. a property management company.  He also is a director of Bingham Canyon
Corporation, Cancer Capital Corporation, Skinovation Pharmaceutical
Incorporated and Suncrest Global Energy Corp., which are development stage
reporting companies.  His prior business experience includes President and
Executive Officer of Certified Environmental Laboratories, Inc. and Vice
President of Sales and Marketing for Comco Communications Corp. in California.
Mr. Peters studied business administration at Long Beach Community College and
California Polytechnic State University in San Louis Obispo, California.

Ariika Mason - From January 1999 through the present Ms. Mason has worked as a
customer relations specialist for First Equity Holdings Corp.  Prior to 1999
she was employed as a secretary and receptionist.  She is a director of
WorldNet of Nevada, Inc., a development stage reporting company.  She attended
Salt Lake Community College located in Salt Lake City, Utah during 1999.

Audit Committee Financial Expert

Because we have minimal operations we do not have an audit committee serving
at this time.  Accordingly, we do not have an audit committee financial expert
serving on an audit committee.


                                25

<PAGE>

Compliance with Section 16(a) of the Exchange Act

We do not have a class of securities registered under the Securities Exchange
Act of 1934, and, therefore, our
officers, directors and holders of more than 10% of our outstanding shares are
not subject to the provisions of Section 16(a).

Code of Ethics

Due to the fact that we have minimal operations, we have not adopted a code of
ethics for our principal executive and financial officers.  Our board of
directors will revisit this issue in the future to determine if adoption of a
code of ethics is appropriate.  In the meantime, our management intends to
promote honest and ethical conduct, full and fair disclosure in our reports to
the SEC, and compliance with applicable governmental laws and regulations.

ITEM 10.   EXECUTIVE COMPENSATION

None of our named executive officers received any cash compensation, bonuses,
stock appreciation rights, long term compensation, stock awards or long-term
incentive rights from us during the past three fiscal years.  Mr. Peters who
acts in a capacity similar to chief executive officer did not receive
compensation during the 2004 fiscal year.  We have not entered into employment
contracts with our executive officers and their compensation, if any, will be
determined at the discretion of our Board of Directors.

We do not have any standard arrangement for compensation of our directors for
any services provided as director, including services for committee
participation or for special assignments.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
           AND RELATED STOCKHOLDER MATTERS

Securities Under Equity Compensation Plans

We do not have any securities authorized for issuance under any equity
compensation plans.

Beneficial Ownership

The following table sets forth the beneficial ownership of our outstanding
common stock of our management.  We are not aware of any person or group who
beneficially owns more than 5% of our outstanding common stock.  Beneficial
ownership is determined according to the rules of the SEC and generally
includes voting or investment power with respect to securities.  Except as
indicated by footnote, the persons named in the table below have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.  The inclusion of any shares as beneficially owned
does not constitute an admission of beneficial ownership of those shares.  The
percentage of beneficial ownership is based on 32,001,004 shares of common
stock outstanding as of March 3, 2005.

                    CERTAIN BENEFICIAL OWNERS

Name and Address of           Number of Shares of
Beneficial Owners             Common Stock          Percentage of Class
----------------------------- --------------------- --------------------
First Equity Holdings Corp.   2,000,000                  6.3%
2157 S. Lincoln Street
Salt Lake City, UT 84106



                                26
<PAGE>



                            MANAGEMENT

Name and Address of           Number of Shares of
Beneficial Owners             Common Stock          Percentage of Class
----------------------------- --------------------- --------------------
John W. Peters                100,000               Less than 1%
2157 S. Lincoln Street
Salt Lake City, Utah 84106


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not engaged in any transactions in excess of $60,000 during the past
two years, nor do we propose to engage in any such transactions, involving our
executive officers, directors, more than 5% stockholders or immediate family
members of such persons.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

No.   Description
----  -------------
3.1   Articles of Incorporation of Earth Products  (Incorporated by reference
      to exhibit 3.1 of Form S-18 registration statement.)
3.2   By-laws of Earth Products  (Incorporated by reference to exhibit 3.2 of
      Form S-18 registration statement)
31.1  Principal Executive Officer Certification
31.2  Principal Financial Officer Certification
32.1  Section 1350 Certification

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for each of the last two fiscal years for
professional services rendered by our principal account for the audit of our
annual financial statement and review of financial statements included in
quarterly reports and services normally provided by the accountant in
connection with statutory and regulatory filings or engagements were $1,239
for fiscal year ended 2003 and $1,355 for fiscal year ended 2004.

Audit-Related Fees

Our auditor did not bill any fees in each of the last two fiscal years for
assurance and related services by the principal accountant that are reasonably
related to the performance of the audit or review of our financial statements
that are not reported above.

Tax Fees

Our auditor did not bill any fees in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advise, and tax planning.

All Other Fees

Our auditor did not bill any fees in each of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above

Pre-approval Policies

We do not have an audit committee currently serving and as a result our board
of directors performs the duties of an audit committee.  Our board of
directors will evaluate and approve in advance, the scope and cost of the
engagement

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<PAGE>

of an auditor before the auditor renders audit and non-audit services.  We do
not rely on pre-approval policies and procedures.


                            SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, who are duly authorized.

                               EARTH PRODUCTS AND TECHNOLOGIES, INC.



                               /s/ John W. Peters
Date:   March 25, 2005      By:_________________________________________
                               John W. Peters
                               President



In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
dates indicated.



                               /s/ John W. Peters
Date:   March 25, 2005         ________________________________________
                               John W. Peters
                               Principal Executive Officer
                               Principal Financial and Accounting Officer



                               /s/ Ariika Mason
Date:   March 25, 2005         ________________________________________
                               Ariika Mason
                               Secretary/Treasurer and Director

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