10QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10 QSB

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

For the quarterly period ended March 31, 2000, or

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

For the transition period from October 1, 1999 to March 31, 2000.

                        Commission File Number 000-24877

                ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

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

Delaware                                                      77-0096608
--------------                                              -------------
(State or other jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                           Identification No.)


                        5380 NORTH STERLING CENTER DRIVE
                           WESTLAKE VILLAGE, CA 91361
           (Address of principal executive offices including zip code)

                                 (818) 865-2205
              (Registrant's Telephone number, including area code)

                                 NOT APPLICABLE
              (Former Name, Former Address, and Former Fiscal Year,
                         if changed Since Last Report)

indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]      No [ ]

The number of shares  outstanding of the issuer's common stock,  par value $0.01
per share, as of March 31, 2000, was 8,905,597.

<PAGE>

                ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
                                   FORM 10-QSB
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                Table of Contents

                                                                    PAGE
                                                                    ====
Item 1  Financial Statements

Balance sheet at March 31, 2000 (unaudited)                           F-1

Statements of Operations for the three and six months ended
December 31, 2000 and 1999 (unaudited)                                F-2

Statement of Stockholders' Equity                                  F-3 - F-4

Statements of Comprehensive Loss                                      F-5

Statements of Cash Flows for the three and six months ended
March 31, 2000 and 1999 (unaudited)                                F-6 - F-7


Notes to Financial Statements (unaudited)                          F-8 - F-9

Item 2  Management's Discussion and Analysis of Plan of Operations    F-10

Results of Operations                                                 F-11

Liquidity and Capital Resources                                    F-11 - F-12

Inflation                                                             F-13

Year 2000 Compliance                                                  F-13

<PAGE>

                ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                    THREE AND SIX MONTHS ENDED MARCH 31, 2000



<PAGE>

                ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
                         (A Development Stage Company)
<TABLE>
<CAPTION>

                                 BALANCE SHEETS

                                     ASSETS
                                                               MARCH 31,     SEPTEMBER 30,
                                                                  2000          1999
                                                              (Unaudited)     (Audited)
                                                              -----------    -----------
<S>                                                           <C>            <C>
CURRENT ASSETS
              Cash                                            $    15,114    $   105,058
              Marketable securities                                69,329         69,343
              Notes receivable                                      3,962         14,296
              Notes receivable, related parties                      --          187,401
              Interest receivable                                  36,746         16,575
              Other                                                19,131         19,131
                                                              -----------    -----------
                          Total current assets                    144,282        411,804
                                                              -----------    -----------

EQUIPMENT                                                          26,402         43,790
                                                              -----------    -----------

OTHER ASSETS
              Notes receivable                                       --            1,508
              Notes receivable, related parties                    24,515         32,798
              Investment in related party                         186,621           --
              Deposits                                              3,220          3,220
              Mining rights                                         5,000          5,000
                                                              -----------    -----------
                          Total other assets                      219,356         42,526
                                                              -----------    -----------

TOTAL ASSETS                                                  $   390,040    $   498,120
                                                              ===========    ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
              Accounts payable                                $   364,395    $    16,297
              Due to Officer                                        8,950          8,950
              Accrued salaries                                    199,000        151,000
                                                              -----------    -----------
                          Total current liabilities               572,345        176,247
                                                              -----------    -----------

STOCKHOLDERS' EQUITY
              Common stock, $.01 par value, authorized
               20,000,000 shares; issued and outstanding
               8,905,597 shares                                    89,055         88,149
              Preferred stock, $.01 par value,
              authorized 20,000,000 shares; issued
              and outstanding 3,000 shares                             20             20
              Additional paid-in capital                        8,568,842      8,568,842
              Deficit accumulated during
                development stage                              (8,089,802)    (7,584,718)
              Accumulated deficit prior to
                development stage                                (695,452)      (695,452)
              Accumulated other comprehensive income (loss)       (54,968)       (54,968)
                                                              -----------    -----------
                          Total stockholders' equity             (182,305)       321,873
                                                              -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $   390,040    $   498,120
                                                              ===========    ===========
</TABLE>

                       See notes to financial statements

                                      F-1
<PAGE>

                ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
                         (A Development Stage Company)

                            STATEMENT OF OPERATIONS

                                FOR THE PERIODS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED          SIX MONTHS ENDED          October 1, 1995
                                                        MARCH 31,                    MARCH 31,                  to
                                                   2000          1999           2000           1999        March 31, 2000
                                               -----------    -----------    -----------    -----------    -----------
<S>                                            <C>            <C>            <C>            <C>            <C>
SALES                                          $      --      $      --      $      --      $      --      $      --
                                               -----------    -----------    -----------    -----------    -----------

EXPENSES
       Consulting                                   42,937         32,316        117,589         58,332      1,175,126
       Depreciation                                  8,694          8,694         17,388         17,388         70,621
       Legal and professional                         --           87,268         64,294        184,193        824,744
       Liability insurance                            --             --             --             --           14,434
       Miscellaneous                                  --             --              115         13,180         52,390
       Office supplies and expenses                  4,077         57,904          5,060         66,328        136,360
       Other expenses                               22,630          9,910         26,038          9,910        118,435
       Rent                                         12,011         11,623         18,180         19,951        166,704
       Repairs and maintenance                          94          1,457            479          1,911          7,710
       Research and development                    136,688        119,747        176,044        208,147        986,224
       Salaries and payroll taxes                   25,539         71,647         88,548        149,803        764,463
       Telephone and utilities                       5,637          4,716          8,170          9,186         43,563
       Travel                                        7,118         36,728         21,448         73,985        356,822
       Writedown of mining rights                     --             --             --            --            35,000
                                               -----------    -----------    -----------    -----------    -----------

            Total expenses                         265,425        442,010        543,353        812,314      4,752,596
                                               -----------    -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS                              (265,425)      (442,010)      (543,353)      (812,314)    (4,752,596)

OTHER INCOME (EXPENSE)
       Interest income                              19,029         21,721         38,269         44,389        179,270
       Interest expense                               --             --             --             --          (23,313)
       Loss on sale of marketable securities          --             --          (28,858)       (28,858)      (229,819)
                                               -----------    -----------    -----------    -----------    -----------

            Total other income (expense)            19,029         21,721          9,411         15,531        (73,862)

LOSS BEFORE EXTRAORDINARY ITEM                    (246,396)      (420,289)      (533,942)      (796,783)    (4,826,458)

EXTRAORDINARY ITEM
       Gain on extinguishment of debt                 --             --             --             --           64,208

NET LOSS                                          (246,396)      (420,289)      (533,942)      (796,783)    (4,762,250)

PREFERRED STOCK DIVIDEND                              --             --             --             --       (3,295,610)

NET LOSS ATTRIBUTABLE TO
       COMMON SHAREHOLDERS                     $  (246,396)   $  (420,289)   $  (533,942)   $  (796,783)   $(8,057,860)
                                               ===========    ===========    ===========    ===========    ===========

NET LOSS PER COMMON SHARE                      $     (0.03)   $     (0.05)   $     (0.06)   $     (0.09)   $      --
                                               ===========    ===========    ===========    ===========    ===========
</TABLE>

                       See notes to financial statements

                                      F-2


<PAGE>

                ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
                         (A Developmetn Stage Company)

                       STATEMENTS OF STOCKHOLDER'S EQUITY

                        SIX MONTHS ENDED MARCH 31, 2000
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                                               Deficit
                                                                                             accumulated
                                Common stock              Preferred stock        Additional   during the
                            # of                       # of                       paid-in    development
                           shares       Amount        shares       Amount         capital       stage
                       -----------   -----------   -----------   -----------   -----------   -----------
<S>                      <C>         <C>                 <C>     <C>           <C>           <C>
Balance at
 September 30,
 1999                    8,814,921   $    88,149         2,000   $        20   $ 8,568,842   $(7,584,718)


Common stockholder
loss for the period           --            --            --            --            --        (258,688)

Stock issued
duirng period               80,038           800          --            --            --            --

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

Balance at
December 31, 1999        8,894,959        88,949         2,000            20     8,568,842    (7,843,406)
                       -----------   -----------   -----------   -----------   -----------   -----------

Common stockholder
loss for the period           --            --            --            --            --        (246,396)

Stock issued in lieu
of services
during period               10,638           106          --            --            --            --
                       -----------   -----------   -----------   -----------   -----------   -----------

Balance at
March 31, 2000           8,905,597        89,055         2,000            20     8,568,842    (8,089,802)
                       ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

                       See Notes to financial Statements

                                      F-3

<PAGE>

                ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
                         (A Development Stage Company)

                 STATEMENTS OF STOCKHOLDER'S EQUITY (Continued)

                        SIX MONTHS ENDED MARCH 31, 2000
                                  (Unaudited)


                        Accumulated
                          deficit      Accumulated
                        prior to the     other           Total
                        development   comprehensive   stockholders'
                          stage       income (loss)      equity
                       -----------    -----------    -----------
Balance at
 September 30,
 1999                 $  (695,452)   $   (54,968)   $   321,873


Common stockholder
loss for the period          --             --         (258,688)

Stock issued
duirng period                --             --              800

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

Balance at
December 31, 1999        (695,452)       (54,968)        63,985
                      -----------    -----------    -----------

Common stockholder
loss for the period          --             --         (246,396)

Stock issued in lieu
of services
during period                --             --              106
                      -----------    -----------    -----------

Balance at
March 31, 2000           (695,452)       (54,968)      (182,305)
                      ===========    ===========    ===========


                       See Notes to financial Statements


                                      F-4


<PAGE>

                ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
                         (A Development Stage Company)
<TABLE>
<CAPTION>

                        STATEMENTS OF COMPREHENSIVE LOSS

                                FOR THE PERIODS
                                  (Unaudited)

                                    THREE MONTHS ENDED           SIX MONTHS ENDED         October 1, 1995
                                         MARCH 31,                    MARCH 31,                 to
                                    2000          1999           2000           1999       March 31, 2000
                                -----------    -----------    -----------    -----------    -----------
<S>                             <C>            <C>            <C>            <C>            <C>
Net loss                        $  (246,396)   $  (420,289)   $  (533,942)   $  (796,783)   $(2,508,397)

Other comprehensive loss:
       Unrealized holding
       gains arising                   --          336,756           --          174,002           --
       during the period

       Add:  Reclassification
       adjustment for losses
       included in net loss            --             --             --           28,858           --
                                -----------    -----------    -----------    -----------    -----------

Net unrealized loss                    --          336,756           --          202,860           --
                                -----------    -----------    -----------    -----------    -----------

Comprehensive loss              $  (246,396)   $   (83,533)   $  (533,942)   $  (593,923)   $(2,508,397)
                                ===========    ===========    ===========    ===========    ===========

</TABLE>

                       See Notes to Financial Statements

                                      F-5

<PAGE>

                ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
                         (A Development Stage Company)
<TABLE>
<CAPTION>

                            STATEMENTS OF CASH FLOWS

                                FOR THE PERIODS
                                  (Unaudited)

                                                  THREE MONTHS ENDED             SIX MONTHS ENDED        October 1, 1995
                                                         MARCH 31,                    MARCH 31,              to
                                                  2000            1999          2000           1999       March 31, 2000
                                               -----------    -----------    -----------    -----------    -----------
CASH FLOWS FROM
OPERATING ACTIVITIES
<S>                                            <C>            <C>            <C>            <C>            <C>
Net loss                                       $  (246,396)   $  (420,289)   $  (533,942)   $  (796,783)   $(4,763,050)
                                               -----------    -----------    -----------    -----------    -----------
Adjustments to reconcile net loss
       to net cash used in operating
       activities:
       Depreciation and amortization                 8,694          8,694         17,388         17,388         70,623
       Loss on sale of marketable securities          --             --             --           28,858        200,961
       Loss on abandoned equipment                    --             --             --             --            1,093
       Write down of mining rights                    --             --             --             --           35,000
       Write-down of notes receivable                 --             --             --             --          200,000
       Write-down of notes receivable -
         related party                                --             --             --             --          289,753
       Write-down of investment                       --             --             --             --           58,887
       Gain on extinguishment of debt                 --             --             --             --          (64,208)
       Noncash research & development                 --             --             --             --          131,250
       Noncash consulting fees                        --             --             --             --          536,306
       Noncash executive compensation                 --             --             --             --           23,460
        (Increase) decrease in operating
          assets:
            Prepaid expenses                          --             --             --             --             --
            Interest receivable                    (19,029)       (21,721)       (38,269)       (32,292)       (99,882)
            Deposits                                  --             --             --           10,000         (3,220)
            Other                                     --             --             --           (8,400)        (8,400)
       Increase (decrease) in operating
          liabilities:
            Accounts payable                       142,787           --          416,879        (11,450)       412,853
            Accrued salaries                        24,000         24,000         48,000         48,000        255,888
            Accrued interest                          --             --             --             --            7,320
            Settlement payable                        --             --             --             --           10,000
                                               -----------    -----------    -----------    -----------    -----------
                Total adjustments                  156,452         10,973        443,998         52,104      2,057,582

NET CASH USED IN
OPERATING ACTIVITIES                               (89,944)      (409,316)       (89,944)      (744,679)    (2,705,368)
                                               -----------    -----------    -----------    -----------    -----------

</TABLE>

                       See notes to Financial Statements

                                      F-6


<PAGE>

                ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
                         (A Development Stage Company)
<TABLE>
<CAPTION>

                            STATEMENTS OF CASH FLOWS

                                FOR THE PERIODS
                                  (Unaudited)

                                                THREE MONTHS ENDED             SIX MONTHS ENDED        October 1, 1995
                                                     MARCH 31,                     MARCH 31,                 to
                                                 2000         1999            2000          1999        March 31, 2000
                                            -----------    -----------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>            <C>            <C>
CASH FLOWS FROM INVESTING ACTIVITIES
       Loans to related parties                    --             (900)          --         (485,900)      (554,631)
       Loans to unrelated parties                  --          (23,982)          --          (23,982)      (216,800)
       Investment in related party                 --             --             --             --          (16,077)
       Purchase of equipment                       --             --             --          (25,049)       (98,116)
       Purchase of mining rights                   --             --             --             --          (40,000)
       Purchase of marketable securities           --             --             --         (204,785)      (604,785)
       Proceeds from loans                         --             --             --             --              996
       Proceeds from sale of marketable            --             --             --             --             --
            securities                             --             --             --          204,785        279,514

NET CASH USED IN
INVESTING ACTIVITIES                               --          (24,882)          --         (534,931)    (1,249,899)
                                            -----------    -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
       Sale of common stock                        --             --             --             --          820,100
       Sale of preferred stock                     --             --             --             --        3,000,000
       Proceeds from exercise of warrants          --             --             --             --          532,812
       Costs to raise capital                      --             --             --             --         (357,023)
       Loan payments                               --             --             --             --          (22,000)
       Common stock redeemed                       --             --             --             --           (5,700)

NET CASH PROVIDED BY FINANCING
       ACTIVITIES                                  --             --             --             --        3,968,189
                                            -----------    -----------    -----------    -----------    -----------

NET INCREASE/(DECREASE) IN CASH                 (89,944)      (434,198)       (89,944)    (1,279,610)        12,922

CASH, BEGINNING                                 105,058        602,032        105,058      1,447,444          2,192
                                            -----------    -----------    -----------    -----------    -----------

CASH, ENDING                                $    15,114    $   107,834    $    15,114    $   167,834    $    15,114
                                            ===========    ===========    ===========    ===========    ===========
</TABLE>

                       See Notes to Financial Statements

                                      F-7

<PAGE>


                ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                    THREE AND SIX MONTHS ENDED MARCH 31, 2000
                                   (Unaudited)

1.       Summary of significant accounting policies

Financial statements

The  balance  sheet  as of  March  31,  2000,  and  the  related  statements  of
stockholders'  equity,  operations and cash flows for the six months ended March
31, 2000, and 1999, are unaudited. Such unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and with the instructions to Form 10-QSB. Accordingly,  they
do not include all of the  information  and  disclosures  required by  generally
accepted accounting principles for complete financial statements. In the opinion
of  management,  all  adjustments,   consisting  of  normal  recurring  accruals
considered  necessary for a fair presentation,  have been included.  Results for
the three months ended December 31, 1999, are not necessarily  indicative of the
results that may be achieved for any other interim period or for the fiscal year
ending September 30, 2000.  These statements  should be read in conjunction with
the  financial  statements  and related notes  included in the Company's  Annual
Report on Form 10-KSB for the year ended September 30, 1999.

Fair market value of financial instruments

The fair market value of the notes receivable  approximate cost based on current
borrowing  rates.  Equity  securities held by the Company include  available for
sale securities,  which are reported at fair value. Unrealized holding gains and
losses for available for sale securities are excluded from earnings and reported
net of any income tax affect as a component of stockholders'  equity. See Note 4
for further discussion.

Loss per share

The  computations  of loss per share of common  stock are based on the  weighted
average number of shares  outstanding of 8,898,505 (2000),  8,567,148 (1999) and
7,699,484 (cumulative period).

                                      F-8

<PAGE>

                ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                    THREE AND SIX MONTHS ENDED MARCH 31, 2000
                                   (Unaudited)

1.       Summary of significant accounting policies (continued)

Comprehensive net loss

On October 1, 1998, the Company  adopted FASB No. 130,  Reporting  Comprehensive
Income. Statement No. 130 requires the reporting of comprehensive income/loss in
addition to net income/loss from operations.  Comprehensive income/loss requires
the inclusion of certain financial information not recognized in the calculation
of net income/loss,  including  unrealized holding gains and losses on available
for sale of securities.

Concentration of credit risk

The Company primarily  transactions its business with two financial institutions
and may maintain  deposits in excess of federally  insured limits.  At March 31,
2000, the Company has not  experienced  any losses in such accounts and believes
it is not exposed to any significant credit risk on cash and cash equivalents.

2.       Stock options and warrants outstanding


                          Options          Exercise
                          Warrants          Price              Exercise date
                        -----------      -----------           -------------

Options granted             330,000          0.1875     Up to September 30, 2006
Warrants issued             300,000          2.0000       Up to January 21, 2001
Warrants issued              25,000          3.8750           Up to April 2003
                        -----------

Options/warrants
Outstanding/
Exercisable at
 March 31, 2000             655,000
                        ===========

                                      F-9
<PAGE>


Item 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS


         The company was  incorporated  in 1983 as CCRS,  III, Inc. In 1989, the
Company changed its name to Central  Corporate  Reports  Services,  Inc., merged
with  Information  Bureau Inc. and operated in the  financial  public  relations
business until March 1990 when the Company became inactive.  In 1990 the Company
changed its name back to Combined  Assets,  Inc. and in 1991 changed its name to
ACP  International,  Inc. and in 1994 changed its name back to Combined  Assets,
Inc. In January 1995, the Company's name was changed to Environmental Products &
Technologies Corporation.

         At the  end of  1995,  the  Company  commenced  development  of a waste
management  system  to  control  odors  and solid  stream  waste in the  farming
industry. In addition,  the company is developing organic based insecticides for
agricultural, commercial and residential use.

         The Company is currently in the development stage of operations and, to
this  time,  has  devoted  its time to  rising  capital,  product  and  supplier
development  and  marketing  future  products.  No  product  has been  assembled
manufactured  or marketed at this time,  except that the Company has assembled a
prototype  Closed- Loop Waste  Management  System or  demonstration  purpose and
three prototype systems for operation by various universities.

         The Company has projected expense of $ 250,000 through June 2000. As of
September  30,1999,  the  Company had  approximately  $ 105,000 of cash and cash
equivalents.  The  Company is in the process of raising  additional  funds which
will allow the  Company  to operate  even if the  Company  generates  no revenue
during this period.

         The Company intends to continue  product  development  with the test of
three  full-scale  systems to be operated at Utah State  University,  Cal Poly -
Pomona and the University of Wisconsin.  The portable units will be employed for
continued demonstrations and sales activity. The goal of such tests is to refine
the process from a batch load to a continuous feed system.  At the same time the
development  of an input/ feed  conveyor  system and a variable  discharge  rate
screw  mechanism to load the bioreactor  needs to be completed.  In addition,  a
solid waste process will also need to be developed.

                                      F-10

<PAGE>


RESULTS OF OPERATION

COMPARISON OF THREE AND SIX MONTHS ENDED MARCH 31, 2000, AND 1999.

         The Company  generated  no revenue  for the three and six months  ended
March 31, 2000, and 1999.  During each such quarter,  the Company's efforts were
directed  at  researching,  designing,  developing  and  testing its Closed Loop
Management System.

         Research  and  development  expenses  primarily  consist of the cost of
personnel and equipment needed to conduct the Company's research and development
efforts.  Research  and  development  expenses  for three months ended March 31,
2000, increased by $16,941, or 14%, from $119,747 to $136,688.  This increase in
research  and  development   expenses  reflects  expenses  associated  with  the
research,  design and development of the Company's Closed -Loop Waste Management
System.  For the six months  ended  March 31,  2000,  research  and  development
expenses decreased by $32,103, or 15%, from $208,147 to $176,044.

         General and  administrative  expenses  for three months ended March 31,
2000,  decreased by $ 193,526,  or approximately 60% to $128,737,  from $322,263
for the three  months  ended  March 31,  2000.  This  decrease  in  general  and
administrative  expenses was  primarily  the result of the decrease in salaries,
travel,  legal and  professional  expenses.  For the six months  ended March 31,
2000,  general and administrative  expenses decreased by $236,858,  or 39%, from
$604,167 to $367,309.

LIQUIDITY AND CAPITAL RESOURCES

         The  Company's  primary  capital needs have been to fund the design and
development of its prototype  Closed-Loop Waste Management System. The Company's
primary  sources of liquidity  have been private  placements  of equity and debt
securities and loans from officers/ stockholders on an as needed basis.

         Between  October and December  1995, the Company sold 100,000 shares of
Common Stock for an aggregate of $10,000, or $.10 per share. Between January and
March1996,  the Company sold 400,000  shares of Common Stock for an aggregate of
$189,650,  or  approximately  $.47 per share.  Between April and June 1996,  the
Company sold 40,000 shares of Common Stock for an aggregate of $35,000,  or $.87
per share.  Between July and September  1996, the Company sold 480,000 shares of
Common  Stock for an aggregate of  $149,200,  or  approximately  $.31 per share.
Between June and September 1997, the Company sold 550,000 shares of Common Stock
for an aggregate of $337,925,  or approximately  $.614 per share. The figures in
the paragraph do not give effect to the two-for-one forward stock split that was
effected by the Company in May 1998.

                                      F-11

<PAGE>

         In April  1998,  the  Company  sold 3,000  shares of Series A preferred
Stock  together with warrants  (the  "Private  Placement  Warrants") to purchase
300,000 shares of Common Stock (the "1998 Private Placement") for gross proceeds
of $3,000,000.  The net proceeds to the Company of approximately $2,675,000 will
be used for  continue  research  and  development,  working  capital and general
corporate purpose. The Private Placement Warrants have an initial exercise price
of $3.875 per share.  Private  Placement  Warrants expire on March 31,2003.  The
Private Placement Warrants contain provisions for the adjustment of the exercise
price and the aggregate  number of shares  issuable upon exercise  under certain
circumstances,  including  without  limitation,  stock dividends,  stock splits,
reorganization,  reclassification,  consolidations,  certain  dilutive  sales of
securities for which the Private Placements Warrants are exercise able below the
then  existing  Market  Price (as  defined) and failure to maintain a sufficient
number of  authorized  shares of Common Stock for  issuance  and  delivery  upon
exercise of the Private Placement Warrants.

         The Company also has commitments under (I) an employment agreement with
Marvin Mears, the Company's  President and Chief Executive Officer;  and (ii) an
office lease that expires December 31, 2001.

         Based on its  current  operating  plan,  the Company  anticipates  that
additional  financing  will be required to finance  its  operations  and capital
expenditures.  The Company's  currently  anticipates levels of revenues and cash
flow are  subject to any  uncertainties  and  cannot be  assured.  Further,  the
Company's  business plan may change, or unforeseen  events may occur,  requiring
the  Company to raise  additional  funds.  The amount of funds  required  by the
Company will depend upon many factors, including without limitations, the extent
and timing of sales of the Company's  waste  management  system,  future product
cost, the timing and cost associated with the  establishment and / or expansion,
as appropriate,  of the Company's  manufacturing,  development,  engineering and
customer  support  capabilities,  the timing and cost of the  Company's  product
development  and  enhancement  activities and the Company's  operating  results.
Until the Company generates cash flow from operations,  which will be sufficient
to satisfy  its cash  requirements,  the Company  will need to seek  alternative
means for financing its operations and capital expenditures and / or postpone or
eliminate certain investments or expenditures.  Potential  alternative means for
financing may include leasing capital equipment,  obtaining a line of credit, or
obtaining additional,  or available on acceptable terms. The inability to obtain
additional  financing or generate  sufficient cash form operations could require
the Company to reduce or eliminate expenditures for capital equipment,  research
and development, production or marketing of its product, or otherwise curtail or
discontinue  its operations,  which could have a material  adverse effect on the
Company's business, financial condition and results of operations.  Furthermore,
if the Company  raises funds through the sale of additional  equity  securities,
the Common Stock currently outstanding may be further diluted.

                                      F-12
<PAGE>


INFLATION

         Although  certain  of the  Company's  expenses  increase  with  general
inflation  in the  economy,  inflation  has not  had a  material  impact  on the
Company's financial results to date.

YEAR 2000 COMPLIANCE

         We have  completed a  comprehensive  review of our computer  systems to
identify all software  applications  that could be affected by the  inability of
many existing computer systems to process  time-sensitive data accurately beyond
the year 1999 (referred to as the "Year 2000" issue).  We are also continuing to
monitor our computer systems and we are monitoring the adequacy of the processes
and progress of third-party  vendors of systems that may be affected by the Year
2000 issue.  We are  dependent on  third-party  computer  systems  applications,
particularly  with respect to such  critical  tasks as  accounting,  billing and
buying. We also rely on our own computer  systems.  EPTC expects to its complete
its Year 2000  compliance  program by mid-1999  and  anticipates  that its total
expenditures  on  such  programs  will  not  exceed  $20,000.  However,  we  may
experience  cost overturns or delays,  in the future,  which could have material
adverse effect on our business,  results of operations and financial  condition.
While we believe our procedures  are designed to be  successful,  because of the
complexity of the Year 2000 issue and the interdependence of organizations using
computer systems,  our efforts, or those of third-parties with whom we interact,
may  not  be  satisfactorily  completed  in a  timely  fashion.  If we  fail  to
satisfactorily  address  the Year 2000  issue,  then our  business,  results  of
operations and financial condition could be materially adversely affected.

                                      F-13

<PAGE>

                                    SIGNATURE

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be signed on its  behalf  by the  undersigned,  thereunder  duly
authorized.

                                                    ENVIRONMENTAL PRODUCTS &
                                                    TECHNOLOGIES CORPORATION

Dated: May 10, 2000                                 By: /s/ Marvin Mears
                                                    -----------------
                                                    Marvin Mears
                                                    Chief Executive Officer