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 [NO FEE REQUIRED]

                 For the fiscal year ended December 31, 2000

                                      OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                       Commission file number 33-3385LA

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

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


525 South 300 East, Salt Lake City, Utah              84111
(Address of principal executive offices)             (Zip code)

Issuer's telephone number, including area code:  (801) 323-2394

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 February 1, 2001 the registrant had 27,381,004 common shares
outstanding.  The aggregate market value of the voting stock held by
non-affiliates as of that date was $1,124,252.

Documents incorporated by reference:  None.

Transitional Small Business Disclosure Format (check one):  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.     Results of votes of security holders............................5

                                   PART II

Item 5.     Market for common equity and related stockholder matters....... 5
Item 6.     Plan of operation...............................................7
Item 7.     Financial statements........................................... 8
Item 8.     Changes in and disagreements with accountants on
              accounting and financial disclosure.......................... 8

                                   PART III

Item 9.     Directors, executive officers, compliance with Section
             16(a) of the Exchange Act......................................8
Item 10.    Executive compensation..........................................9
Item 11.    Security ownership of certain beneficial owners and management.10
Item 12.    Certain relationships and related transactions................ 10

                                   PART IV

Item 13.   Exhibits and reports on Form 8-K................................11

<PAGE> 2

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

                          FORWARD LOOKING STATEMENTS

     This Form 10-KSB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  For this
purpose any statements contained in this Form 10-KSB that are not statements
of historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Earth Products's control.  These factors include but are not limited to
economic conditions generally and in the industries in which Earth Products
may participate; competition within Earth Product's chosen industry, including
competition from much larger competitors; technological advances and failure
by Earth Products to successfully develop business relationships.  We have
divested ourselves of all our operating activities and are now a development
stage company.


                                    PART I

Item 1.   Description of Business.

(a)  Business 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.
In January 1997 we formed a wholly owned subsidiary, EPAT, Inc., a Delaware
corporation, and acquired Environmental Water Systems, Inc., a Nevada
corporation, in June 1997.  We spun off EPAT Inc. in November of 1998 and we
sold 77% of our interest in Environmental Water Systems, Inc in December of
1998.  Accordingly, we have no operating activities and are now a development
stage company.

(b)  Our Business.

     We are a "blank check" 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. At the present time 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, including 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

                                      3
<PAGE>

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.  There is no assurance 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.

     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.

     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 ever 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.

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, and
specifically, our relationship with The Oxford Group, an investment banking
firm, 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 II Item 9:
"Directors and 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.  Management may rely on promoters or
their affiliates, principal stockholders or associates to assist in the
investigation and selection of business opportunities.

     Our management may also hire an outside consultant.  Since our management
has no current plans to use any outside consultants or advisors to assist in
the investigation and selection of business opportunities, no policies have
been adopted regarding use of such consultants or advisors.  We have not
established the criteria to be used in selecting such consultants or advisors,
the service to be provided, the term of service, or the total amount of fees
that may be paid. However, because of our limited resources, it is likely that
any such fee we agree to pay would be paid in stock and not in cash.  In
addition, there is a possibility that the amount of consultant fees may become
a factor in negotiations related to a business opportunity.

     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 blank check 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.
Both of our directors and officers are directors of other blank check


                                      4
<PAGE>

companies with a structure and a business plan which is identical to ours and
they may in the future be involved with other blank check companies.  In the
process of negotiations for an acquisition or merger or determination of
consulting fees related to investigation of a business opportunity, our
principal stockholders and management may consider their own personal
pecuniary benefit or the interests of other blank check companies they are
affiliated with rather than the best interests of our other stockholders.

     We presently do not foresee entering into a merger or acquisition
transaction with any business with which our officers or directors are
currently affiliated. We may acquire or merge with companies of which our
management's  affiliates or associates have a direct or indirect ownership
interest.  If we determine in the future that a transaction with an affiliate
would be in our best interest we are permitted by Nevada law to enter into
such a transaction if:

     (1)     The material facts regarding the relationship or interest of the
affiliate in the contract or transaction are disclosed or are known to the
board of directors.  The board authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors constitute less than a quorum; or

     (2)     The material facts regarding the relationship or interest of the
affiliate in the contract transaction are disclosed or are known to the
stockholders entitled to vote on the transaction, and the contract or
transaction is specifically approved by vote of the stockholders; or

     (3) The contract or transaction is fair to us at the time it is
authorized, approved or ratified by the board of directors or the
stockholders.

     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.  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 shift marketing approaches substantially, expand
significantly, 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.

     In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:

     (1)   Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;

     (2)   Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;

     (3)   Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.

     (4)   Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

     (5)   The extent to which the business opportunity can be advanced;

                                      5
<PAGE>

     (6)   Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;

     (7)   Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;

     (8)   The cost of our participation as compared to the perceived tangible
and intangible values and potential; and

     (9)   The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.

     No one of the factors 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. Potentially available
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.

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 method may
include, but is 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 organization. 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 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 might also may be done simultaneously with a sale or
transfer of shares representing a controlling interest by current principal
stockholders.

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 "blank check" companies, many of which may have more funds
available.

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

                                      6
<PAGE>

and evaluating business opportunities.  We will determine the need for
employees based upon the specific business opportunity.


Item 2.    Description of Property.

     We do not own or lease any real property.  We use office space free of
charge in the office of our President, John Peters.

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, 2000.


                                    Part II

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

a)    Market for Common Equity

      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 as reported by Nasdaq Trading and
Market Services for each fiscal quarter for the last two fiscal years ending
December 31, 2000.  Such quotations represent prices between dealers and may
not include retail markups, markdowns, or commissions and may not necessarily
represent actual transactions.  We have approximately 678 stockholders of
record as of February 1, 2001.  1,416,104 common shares are unrestricted and
the balance, 25,964,900, are restricted shares as that term is defined in Rule
144.  We do not have any options or warrants outstanding.

          Year          Quarter Ended          High          Low
          -----         ------------------    ----------     ------

          1999          March 31               $0.21         $0.13
                        June 30                 0.16          0.13
                        September 30            0.14          0.11
                        December 31             0.12          0.07

          2000          March 31               $0.23         $0.10
                        June 30                 0.16          0.11
                        September 30            0.12          0.11
                        December 31             0.12          0.06

     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.

(b)  Recent Sales of Unregistered Securities

     We have not sold securities without registration during the fourth
quarter of the year ended December 31, 2000.


                                      7
<PAGE>

Item 6.   Plan of Operations

     Since our inception, we have funded our cash requirements through loans
and equity transactions.  These funds have been used for working capital,
subsidiary acquisitions and development of technology.  As of the year ended
December 31, 2000, we had $26,935 cash on hand and no total current
liabilities.  We did not record revenues for fiscal years 1999 or 2000.  Total
operating expenses for the 2000 fiscal year were $647,870 which was offset by
miscellaneous income of $600,000.  This miscellaneous income was the result of
collection of a promissory note related to the sale of Environmental Water
Systems, Inc. that we had written off as uncollectible in fiscal year 1999.
This resulted in a net loss of $47,982 for the 2000 fiscal year.

     We have no commitments for capital expenditures for the next twelve
months.  During the next twelve months we believe that our current cash needs
can be met by loans from our directors, officers and stockholders based on
understandings we have with these individuals.  We may repay these loans,
costs of services  and advancements with cash, if available, or we may convert
them into common stock.

     Our reporting obligations involve considerable time, energy and
professional fees.  We will incur expenses due to the legal and accounting
services required to prepare such reports and the costs of filing such reports
with the Securities and Exchange Commission.  Also, our management must expend
time and effort to assist in the preparation and review of such reports.  In
the event we acquire a business opportunity we may incur additional expenses
related to information statements we must provide to our stockholders which
disclose that company's business operations, management and financial
condition.  In addition, the acquired or merged company will be subject to
these same reporting obligations

     Our management intends to actively seek business opportunities during the
next twelve months and if we obtain a business opportunity, it may be
necessary to raise additional capital.  This may be accomplished by selling
our common stock.

Item 7.   Financial Statements.

     Our audited financial statements for the fiscal years ended December 31,
2000 and 1999 are attached hereto.

Item 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

     As previously reported, we engaged Chisholm & Associates as our
independent auditor on September 5, 2000.

                                   Part III

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

(a)  Directors and Executive Officers.

     Our executive officers and directors and their respective ages and
positions are set forth below.  Biographical information for each of those
persons is also 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.


                                      8
<PAGE>

      Name                        Age         Position
      ----------------            -------     ------------------

      John W. Peters               49          President, Director
      Anita Patterson              34          Secretary/Treasurer, Director

     John W. Peters was appointed President and Director on June 9, 1997.
Previously he served as our corporate Secretary/Treasurer since January 1997
and Operations Manager from1993 through 1995.   Since July 1999 he has been
the manager of Development Specialties, Inc. a property management company.
Prior business experience includes President of Certified Environmental
Laboratories, Inc. and Vice President of Sales and Marketing for Comco
Communications Corp. in California.  He is a director of Bingham Canyon
Corporation and Skinovation Pharmaceutical, Inc., blank check reporting
companies.  Mr. Peters studied business administration at Long Beach Community
College and California Polytechnic State University in San Louis Obispo,
California.

     Anita Patterson was appointed as our Secretary/Treasurer on June 9, 1998
and has served as our Director since June of 1998.  From 1996 to the present
she has been employed by Mutual Ventures Corporation as a paralegal
specializing in corporate law.  In 1994 she received an Associate of Arts
degree in the paralegal program from Phillips Junior College.  She attended
Weber State University during 1986 and 1987.  She is a Director of Globalwise
Investments, Inc.,  Skinovation Pharmaceutical, Inc. and Wings & Things, Inc.,
which are blank check reporting companies.

(b)  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 the outstanding shares of the Company are not subject to the
provisions of Section 16(a).



Item 10.   Executive Compensation.

(a)  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.  No
person acting in a capacity similar to a Chief Executive Officer received
compensation during the 2000 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.

(b)  Employment Agreements.

     None.

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

     The following table sets forth the beneficial ownership of our
outstanding common stock of each person or group known by us to own
beneficially more than 5% of our outstanding common stock; each of our
executive officers; each of our directors; and all executive officers and
directors as a group.

     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

                                      9
<PAGE>

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 27,381,004
shares of common stock outstanding as of February 1, 2001.

                                  MANAGEMENT

Name and                   Amount and Nature of      Percent of Outstanding
Address                    Beneficial Owner          Common Stock
-----------------------    -----------------------   ----------------------

John W. Peters                       100,000                  *
2554 West 4985 South
Taylorsville, Utah 84118

     * Less than 1%.


                          CERTAIN BENEFICIAL OWNERS


PHI Mutual Ventures, LLC.         11,774,075                43.0%
1993 Dewer Lane #1-254
Rock Springs, Wyoming 82901

Mutual Ventures Corporation        1,530,000                 5.6%
211 W.  Cottage Avenue
Sandy, Utah 84070


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.

(a)  Exhibits.

     Exhibit No.     Description
     -----------     -----------

          3.1        Articles of Incorporation of Earth Products
                     (Incorporated by reference to exhibit 3.1 of Form S-18
                     registration statement, File No. 33-3385-LA.)

          3.2        By-laws of Earth Products (Incorporated by reference to
                     exhibit 3.2 of Form S-18 registration statement, File No.
                     33-3385-LA.)

(b)   Reports on Form 8-K

      On September 5, 2000 we filed an 8-K under Item 4 regarding the
engagement of Chisholm & Associates as our independent auditors.


                                      10

<PAGE>

                                  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.



           3/27/01                  /s/ John W. Peters
Date:  ______________          By:_________________________________________
                                        John W. Peters, President and Director



     Pursuant to the requirements of the Securities Exchange Act of 1934.
This report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the dates indicated.

          3/27/01                   /s/ Anita Patterson
Date:  ______________          By: ________________________________________
                                    Anita Patterson, Secretary/Treasurer and
                                    Director




                                      11


<PAGE>





                    EARTH PRODUCTS AND TECHNOLOGIES, INC.

                        (A Development Stage Company)

                             Financial Statements

                          December 31, 2000 and 1999


<PAGE> 12

                                   CONTENTS


Independent Auditor's Report..............................................3

Balance Sheets ...........................................................4

Statements of Operations .................................................6

Statements of Stockholders' Equity .......................................7

Statement of Cash Flows..................................................11

Notes to the Financial Statements........................................14

<PAGE> 13


                            CHISHOLM & ASSOCIATES
                         Certified Public Accountants
                                P.O. Box 540216           Office (801)292-8756
                         North Salt Lake, Utah 84054      FAX (801) 292-8809

------------------------------------------------------------------------------



                         INDEPENDENT AUDITOR'S REPORT

Board of Directors
Earth Products and Technologies, Inc.
(A Development Stage Company)
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, 2000 and
1999, and the related  statements of operations, stockholders' equity, and
cash flows for the years then ended and from inception on February 10, 1986 to
December 31, 2000. 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 generally accepted auditing
standards.  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, 2000 and
1999, and the results of their operations and their cash flows for the years
then ended and from inception on February 10, 1986 to December 31, 2000  in
conformity with generally accepted accounting principles.

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 & Associates

Salt Lake City, Utah
January 26, 2000

<PAGE> 14

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

                                    ASSETS
                                    ------

                                                           December 31,
                                                  ---------------------------
                                                        2000          1999
                                                  -------------- ------------
CURRENT ASSETS
   Cash                                           $      26,935  $    13,167
                                                  -------------- ------------

    Total Current Assets                                 26,935       13,167
                                                  -------------- ------------

         TOTAL ASSETS                             $      26,935  $    13,167
                                                  ============== ============




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

                                      4

<PAGE> 15

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



                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                ----------------------------------------------

                                                           December 31,
                                                  ---------------------------
                                                        2000          1999
                                                  -------------- ------------
CURRENT LIABILITIES
   Accounts payable                               $           -  $       250
                                                  -------------- ------------

   Total Current Liabilities                                  -          250
                                                  -------------- ------------


STOCKHOLDERS' EQUITY
   Common stock, $0.001 par value; 50,000,000
     shares authorized, 27,381,004 and 26,281,004
     shares issued and outstanding, respectively         27,381       26,281
Additional paid-in capital                            3,927,026    3,866,126
Deficit accumulated during the development stage     (3,927,472)  (3,879,490)
                                                  -------------- ------------

    Total Stockholders' Equity                           26,935       12,917
                                                  -------------- ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $      26,935  $    13,167
                                                  ============== ============




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

                                      5

<PAGE> 16

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


                                                               From Inception
                                                               On February 10,
                                          For the Years        1986 to
                                        Ended December 31,     December 31,
                                       2000          1999      2000
                                   ------------- ------------- --------------
REVENUE
Revenue                            $          -  $          -  $      50,000
Cost of goods sold                            -             -
                                   ------------- ------------- --------------
   Gross Profit                               -             -         50,000
                                   ------------- ------------- --------------

EXPENSES
   Selling expense                            -             -        109,489
   Depreciation and amortization              -        26,728         67,187
   Research and development                   -             -        153,773
   General and administrative           647,870        18,408      2,661,771
                                   ------------- ------------- --------------

       Total Expenses                   647,870        45,136      2,992,220
                                   ------------- ------------- --------------

OPERATING LOSS                         (647,870)      (45,136)    (2,942,220)
                                   ------------- ------------- --------------
OTHER INCOME (EXPENSE)
   Bad debt                                   -      (894,326)      (894,326)
   Bad debt recovery                    600,000             -        600,000
   Gain on disposition of debt
      (Note 2)                                -             -        103,284
   Interest Expense                           -             -        (94,008)
   Loss on disposal of assets                 -             -       (525,281)
   Discontinued operations                    -             -       (689,191)
   Income taxes                            (112)         (200)        (1,353)
   Minority interest                          -             -         89,595
                                   ------------- ------------- --------------

       Total Other Income(Expense)      599,888      (894,526)    (1,411,280)
                                   ------------- ------------- --------------

NET LOSS                           $    (47,982) $   (939,662) $  (4,353,500)
                                   ============= ============= ==============

WEIGHTED AVERAGE LOSS PER SHARE    $      (0.00) $      (0.04) $       (0.17)
                                   ============= ============= ==============

WEIGHTED AVERAGE SHARES OUTSTANDING  26,687,671    25,662,671     26,300,552
                                   ============= ============= ==============







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

                                      6

<PAGE> 17
<TABLE>
<CAPTION>
                    Earth Products and Technologies, Inc.
                         (A Development Stage Company)
                      Statements of Stockholders' Equity



                                                                     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) $         -  $         -




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


                                       7

</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>


                     Earth Products and Technologies, Inc.
                         (A Development Stage Company)
                       Statements of Stockholders' Equity


                                                                     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, 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)           -            -

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)           -





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

                                       8
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION

                     Earth Products and Technologies, Inc.
                         (A Development Stage Company)
                       Statements of Stockholders' Equity



                                                                     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, 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)           -           -

Cancellation of shares (Note 5)      (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)           -           -



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

                                       9
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION
                     Earth Products and Technologies, Inc.
                         (A Development Stage Company)
                      Statements of Stockholders' Equity

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

Shares issued to officers and
   directors at $0.50 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.

                                      10

</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>

                     Earth Products and Technologies, Inc.
                         (A Development Stage Company)
                      Statements of Stockholders' Equity


                                                                     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 $.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 $.25 per share                 20,000        20         4,980             -            -            -

Shares issued for cash at
   $.50 per share                   409,000       409       204,091             -            -            -

Shares issued for cash at
   $.01 per share (Note 5)       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)           -            -





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

                                      11
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>


                     Earth Products and Technologies, Inc.
                         (A Development Stage Company)
                      Statements of Stockholders' Equity

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

Shares issued for services
   at $.06 per share                 20,000       200        11,800             -            -            -

Shares issued for services
   at $.067 per share               300,000       300        19,700             -            -            -

Shares issued for services
   at $.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.

                                      12

</TABLE>
<PAGE> 23


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


                                                               From Inception
                                                               On February 10,
                                        For the Years Ended    1986 to
                                            December 31,       December 31,
                                          2000       1999      2000
                                    ------------- ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES

  Net Loss From Operations          $    (47,982) $  (939,662) $ (4,353,500)

Adjustments to Reconcile
 Net Cash Provided by Operating
 Activities:
   Bad Debt                                    -      894,326       894,326
   Depreciation and amortization               -       26,728        93,309
   Loss on disposal of assets                  -            -       350,281
   Gain on disposition of assets               -            -      (103,284)
   Common stock issued for
     services rendered                    62,000       12,000       318,945
   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                           (250)      (1,659)      583,579
                                    ------------- ------------ -------------
Net Cash Used by Operating
  Activities                        $     13,768  $    (8,267) $ (2,372,724)
                                    ------------- ------------ -------------



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

                                  13

<PAGE> 24

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


                                                               From Inception
                                                               On February 10,
                                        For the Years Ended    1986 to
                                            December 31,       December 31,
                                          2000       1999      2000
                                    ------------- ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES

   Cash acquired/(spun-off) in
    acquisition of EWSI                        -            -         6,241
   Cash advanced on note receivable            -       (6,049)       (6,049)
   Investment in inventory                     -            -      (381,143)
   Purchase of fixed assets                    -            -      (121,743)
   Payment of organization costs               -            -          (110)
   Cash advanced to subsidiary prior
      to acquistion                            -            -      (200,000)
   Cash from sale of assets                    -            -         1,970
                                    ------------- ------------ -------------
Net Cash Used by Investing
  Activities                        $          -  $    (6,049) $   (700,834)
                                    ------------- ------------ -------------




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

                                  14

<PAGE> 25



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



                                                               From Inception
                                                               On February 10,
                                        For the Years Ended    1986 to
                                            December 31,       December 31,
                                          2000       1999      2000
                                    ------------- ------------ -------------

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           -       25,000     1,581,384
   Cash paid on debt financing                 -            -      (759,749)
                                    ------------- ------------ -------------
Net Cash Provided from Financing
   Activities                                  -       25,000     3,100,493
                                    ------------- ------------ -------------

NET INCREASE (DECREASE) IN CASH                -       10,684        26,935

CASH AT BEGINNING OF PERIOD               13,167        2,483             -
                                    ------------- ------------ -------------

CASH AT ENDING OF PERIOD            $          -  $    13,167  $     26,935
                                    ============= ============ =============


SUPPLEMENTAL CASH FLOW INFORMATION

   CASH PAID FOR
     Interest                       $          -  $         -  $     19,972
     Income taxes                   $          -  $       200  $      1,353

  NON CASH FINANCING ACTIVITIES
     Issuance of stock in
       settlement of debt           $          -  $    55,000  $  1,446,858
     Capital contributed by
       shareholders                 $          -  $         -  $    639,230
     Issuance of stock for services $     62,000  $    12,000  $    318,945

                                  15

<PAGE> 26
                Earth Products and Technologies, Inc.
                     (A Development Stage Company)
                  Notes to the  Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.     Organization

     The financial statements presented are those of Earth Products and
Technologies, Inc. (The Company).  The Company was incorporated under the laws
of the State of Nevada on February 10, 1986 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 Arch equipment,
fixed assets 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
will be 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 has no subsidiaries to consolidate with.  Accordingly, the Company is
classified as a development stage company as defined in SFAS No. 7.

     b.     Cash

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

                                  16
<PAGE> 27

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


     c.     Income Taxes

     No federal income taxes have been accrued due to net operating losses in
each year presented.  The Company has net operating loss carryforwards of
approximately $4,353,500 which begin to expire in 2007 through 2014.  No tax
benefit has been reported in the  financial statements for the net operating
loss carryforward because of the uncertainty 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 assets and the valuation account is as follows at December
31, 2000 and 1999:

                                                   December 31,
                                                2000            1999
                                           --------------- --------------
Deferred tax asset:
  NOL Carryforward                         $    1,306,050  $   1,291,655
  Valuation Allowance                          (1,306,050)    (1,291,655)
                                           --------------- --------------
Total                                      $            -  $           -
                                           =============== ==============

     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.

     e.     Goodwill

     The Company recorded $112,301 of goodwill in conection with the
acquisition of EWSI, due to the negative net equity position of EWSI at the
time of acquisition. Goodwill is being amortized over a 10 year life on the
straight line method.  72% of the Goodwill was eliminated upon the sale of 72%
of the Companies investment in EWSI during 1998, and the remainder was
eliminated during 1999, when the investment was deemed worthless.



                                  17
<PAGE> 28

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


     f.     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.  Fully diluted earnings per share has not been presented because
it is anti-dilutive.



                                       Income (loss)  Shares        Per-Share
                                       (Numerator)    (Denominator) Amount
                                       -------------- ------------- ---------
For the year ended December 31, 2000
  Income (loss) from operations        $     (47,982)
                                       ==============
  Basic EPS
  Income (loss) to common stockholders $     (47,982)   26,687,671  $  (0.00)
                                       ============== ============= ==========
For the year ended December 31, 1999
  Income (loss) from operations        $    (939,662)
                                       ==============
  Basic EPS
  Income (loss) to common stockholders $    (939,662)   25,662,671  $  (0.04)
                                       ============== ============= ==========
For the year ended December 31, 1998
  Income (loss) from operations        $  (4,353,500)
                                       ==============
  Basic EPS
  Income (loss) to common stockholders $  (4,353,500)   26,300,552  $  (0.17)
                                       ============== ============= ==========

     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.

                                  18

<PAGE> 29

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     h.     Property and Equipment

     Property and equipment are recorded at cost.  Depreciation is provided
using the straight-line method over the estimated useful lives of the related
assets.  Depreciation expense for the years ended December 31, 1997 and 1998
was $26,334 and $0, respectively.

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 for 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 of 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-.

     Also in November of 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 of 1993, the board of directors approved the cancellation of
200,000 shares issued to Nu-Arc Scientific, Inc.

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

                                  19

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

NOTE 3 - STOCKHOLDER TRANSACTIONS (Continued)

     As mentioned in Note 3, Nu-Arc Scientific, Inc. sold some of its stock in
the Company to pay liabilities incurred by the Company, with the remainder
being contributed to capital.

     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 (see Note 8).

     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
transaction 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.

     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.


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<PAGE> 31

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

NOTE 3 - STOCKHOLDER TRANSACTIONS (Continued)

     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.


NOTE 4 - 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.  Currently, the Company has no established source of revenues
sufficient to cover any anticipated operating costs to allow it to continue as
a going concern.  It is the intent of the Company to find additional capital
funding and/or a profitable business venture to acquire or merge.

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 it's
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.



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