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, 2003

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

                 Commission file number 33-3385LA


              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 4, 2004 the registrant had 32,001,004 common shares outstanding.

The aggregate market value of the 31,901,004 shares of voting stock held by
non-affiliates as of March 4, 2004 was approximately $957,030.

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.............................................6
Item 3.  Legal Proceedings...................................................6
Item 4.  Submission of Matters to a Vote of Security Holders.................6

                             PART II

Item 5.  Market for Common Equity, Related Stockholder Matters and
         Issuer Purchase of Securities.......................................6
Item 6.  Plan of Operation...................................................7
Item 7.  Financial Statements................................................7
Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure...........................................26
Item 8A. Controls and Procedures............................................26

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act..................26
Item 10. Executive Compensation.............................................27
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters....................................27
Item 12. Certain Relationships and Related Transactions.....................27
Item 13. Exhibits and Reports on Form 8-K...................................27
Item 14. Principal Accountant Fees and Services.............................28
Signatures..................................................................28






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

                    FORWARD LOOKING STATEMENTS

This annual report contains certain forward-looking statements and for this
purpose any statements contained in this annual report 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,
technological advances and failure by Earth Products to successfully develop
business relationships.

                                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 "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 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.  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.

                                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 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
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.  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 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.

                                4
<PAGE>

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

     (1)   Potential for growth and profitability, indicated by a 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;

     (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
prospects 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 individual 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.

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

                                5

<PAGE>

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.

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 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, 2003.

                             PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                AND ISSUER PURCHASE OF SECURITIES

Market Information

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 fiscal
year 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
           ----   -------------            ------  -------

           2002   March 31                 $ 0.03  $ 0.01
                  June 30                    0.01    0.01
                  September 30               0.01    0.01
                  December 31                0.01    0.01


                                6

<PAGE>

           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

Holders and Dividends

We have approximately 677 stockholders of record as of March 4, 2004.  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

On December 15, 2003 we issued 2,000,000 restricted common shares to First
Equity Holdings Corp. for business development services and administrative
costs and fees valued at $20,000.  We relied on an exemption from registration
provided by Section 4(2) of the Securities Act for a private transaction not
involving a public distribution.

Issuer Purchase of Securities

None.

                   ITEM 6.   PLAN OF OPERATION

We have approximately $8,900 cash and 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 our reports and the costs of filing
the 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.

                  ITEM 7.   FINANCIAL STATEMENTS









                                7


<PAGE>


              EARTH PRODUCTS AND TECHNOLOGIES, INC.

                 (A Development Stage Company)

                       Financial Statements

                    December 31, 2003 and 2002








                                8
<PAGE>





                             CONTENTS


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

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

Statements of Operations....................................................5

Statements of Stockholders' Equity..........................................6

Statements of Cash Flows...................................................11

Notes to the Financial Statements .........................................13






                                9


<PAGE>

                          CHISHOLM, BIERWOLF & NILSON
                          Certified Public Accountants
A Limited Liability        533 W. 2600 S., Suite 250     Office (801) 292-8756
     Company                 Bountiful, Utah 84010          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, 2003 and
2002 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, 2003.  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 in the United States of America.  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, 2003 and
2002 and the results of its operations and cash flows for the years then ended
and from inception February 10, 1986 through December 31, 2003 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
February 3, 2004


                               -3-

<PAGE> 10


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




                              ASSETS


                                                           December 31
                                                   ---------------------------
                                                        2003         2002
                                                   ------------- -------------

CURRENT ASSETS

Cash                                               $      8,924  $     10,809
                                                   ------------- -------------

    TOTAL ASSETS                                   $      8,924  $     10,809
                                                   ============= =============


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES                                $          -  $          -

STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; 50,000,000 shares
  authorized; 32,001,004 and 30,001,004 shares
  issued and outstanding respectively                    32,001        30,001

Additional Paid in Capital                            4,000,906     3,982,906

Deficit Accumulated during the development stage     (4,023,983)   (4,002,098)
                                                   ------------- -------------

  Total Stockholders' Equity (deficit)                    8,924        10,809
                                                   ------------- -------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $      8,924  $     10,809
                                                   ============= =============





The accompanying notes are an integral part of these financial statements




                               -4-
<PAGE> 11






               Earth Products & Technologies, Inc.
                  (A Development Stage Company)
                     Statement of Operations
                                                                     From
                                                                 Inception on
                                         For the Years Ended      February 10,
                                              December 31           1986 to
                                     ---------------------------    Dec. 31,
                                           2003         2002         2003
                                     ------------- ------------- -------------
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               21,785        13,662     2,757,982
                                     ------------- ------------- -------------

    Total Expenses                         21,785        13,362     3,088,431
                                     ------------- ------------- -------------

OPERATING LOSS                            (21,785)      (13,362)   (3,038,431)
                                     ------------- ------------- -------------
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)       (1,653)
  Minority interest                             -             -        89,595
                                     ------------- ------------- -------------
     Total Other Income (Expense)            (100)         (100)   (1,411,580)
                                     ------------- ------------- -------------

NET LOSS                             $    (21,885) $    (13,462) $ (4,450,011)
                                     ============= ============= =============

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

WEIGHTED AVERAGE SHARES OUTSTANDING    30,088,675    30,001,004    26,639,695
                                     ============= ============= =============




 The accompanying notes are an integral part of these financial statements

                               -5-

<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, 2003

                                                                     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

                                      -6-

</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, 2003

                                                                     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.

                                      -7-

</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, 2003

                                                                     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

                                      -8-

</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, 2003

                                                                     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


                                      -9-

</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
                      Earth Products & Technologies, Inc.
                         (A Development Stage Company)
                       Statements of Stockholders' Equity
         From Inception on February 10, 1986 through December 31, 2003

                                                                     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) $         -  $         -
                                 ========== ========== ============= ============= ============ ============



    The accompanying notes are an integral part of these financial statements


                                      -10-

</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
                     Earth Products and Technologies, Inc.
                         (A Development Stage Company)
                            Statement of Cash Flows
                                                                                    From
                                                                                Inception on
                                                        For the Years Ended     February 10,
                                                             December 31        1986 Through
                                                    ---------------------------  December 31,
                                                         2003         2002          2003
                                                    ------------- ------------- -------------
<S>                                                 <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net Loss From Operations                          $    (21,885) $    (13,462) $ (4,450,011)
  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        (1,885)      (13,462)   (2,390,735)
                                                    ------------- ------------- -------------
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


                                      -11-

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

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

                                                                                    From
                                                                                Inception on
                                                        For the Years Ended     February 10,
                                                             December 31        1986 Through
                                                    ---------------------------  December 31,
                                                         2003         2002          2003
                                                    ------------- ------------- -------------
<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                           (1,885)      (13,462)        8,924

CASH AT BEGINNING OF PERIOD                               10,809        24,271             -
                                                    ------------- ------------- -------------

CASH AT ENDING OF PERIOD                            $      8,924  $     10,809  $      8,924
                                                    ============= ============= =============

SUPPLEMENTAL CASH FLOW INFORMATION

  CASH PAID FOR
    Interest                                        $          -  $          -  $     19,972
    Income taxes                                    $        100  $        100  $      1,553

  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


                                      -12-


</TABLE>
<PAGE> 19










              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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.


                               -13-
<PAGE> 20

              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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, 2003:

 Basic EPS
 Income (loss) to common stockholders   $   (21,886)  30,101,004  $    (0.00)
                                        ============ ============ ============
For the year ended December 31, 2002:

 Basic EPS
 Income (loss) to common stockholders   $   (13,462)  28,145,171  $    (0.00)
                                        ============ ============ ============
From inception on February 10, 1986 to
December 31, 2003:

 Basic EPS
 Income (loss) to common stockholders   $(4,450,012)  26,639,695  $    (0.16)
                                        ============ ============ ============
e.   Provision for Income Taxes

     No provision for income taxes have been recorded due to net operating
loss carryforwards totaling approximately $4,023,985  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,
2003 and 2002:
                                                       December 31,
                                                   2003          2002
                                              -------------- -------------
     Deferred tax asset:
        NOL carryforward                      $   1,368,155  $  1,324,400

        Valuation allowance                      (1,368,155)   (1,324,400)
                                              -------------- -------------

                                              $           -  $          -
                                              ============== =============


                               -14-
<PAGE> 21

              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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-.






                               -15-

<PAGE> 22


              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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.





                               -16-

<PAGE> 23

              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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 2002, the Company issued 2,920,000 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.



                               -17-

<PAGE> 24

              Earth Products and Technologies, Inc.
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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.






                               -18-

<PAGE> 25


     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.

                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.

                             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    52      President, Director            June 9, 1997
      Ariika Mason      23      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 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 blank check 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.

Section 16(a) Beneficial Ownership Reporting Compliance

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).


                                26

<PAGE>

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 2003 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

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 4, 2004.

                            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



Securities Under Equity Compensation Plans

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


    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

Exhibits

3.1       Articles of Incorporation of Earth Products  (Incorporated by
          reference to exhibit 3.1 of Form S-18 registration statement.)



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<PAGE>




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

Reports on Form 8-K

On February 13, 2004, we filed a current report on Form 8-K, dated February 9,
2004, under Item 4 related to a change of our independent auditor.

         ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our former independent auditor, Chisholm & Associates, Certified Public
Accountants, billed an aggregate of $1,229 for the year ended December 31,
2002 and $1,239 for the year ended December 31, 2003 for professional services
rendered for the audit of our annual financial statements and review of the
financial statements included in our quarterly reports.  Our independent
auditor has not billed us for any audit-related fees, tax fees or other fees
for the past two fiscal years.

We do not have an audit committee and as a result our entire board of
directors performs the duties of an audit committee.  Our board of directors
evaluates the scope and cost of the engagement of an auditor before the
auditor renders audit and non-audit services.  As a result, we do not rely on
established 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 11, 2004         By:_________________________________________
                                  John W. Peters
                                  President, Principal Executive and
                                  Financial Officer and Director


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/ Ariika Mason
Date: March 11, 2004           By: ________________________________________
                                   Ariika Mason
                                   Secretary/Treasurer and Director



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