`U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A2

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                         Commission File Number 0-29329

                          BIFS TECHNOLOGIES CORPORATION

                     FLORIDA                            65-0382549
          ------------------------------         ----------------------
          (State or other jurisdiction of              (IRS Employer
          incorporation or organization)          Identification Number)

         2075 Fruitville Road, Suite 200, Sarasota, Florida          34237
         -----------------------------------------                -----------
         (Address of principal executive offices)                  (Zip Code)

         Company's telephone number, including area code: (941) 343-9300

Securities Registered Pursuant to Section 12(b) of the Act:  None
Securities Registered Pursuant to Section 12(g) of the Act:  Common Stock, $.00001 Par Value

Check whether the Company (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 Company was required to file such
reports), and (2) has been subject to filing requirements for the past 90 days.
                                                                Yes [X]  No [  ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not be contained, to the best of the Company'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. [ ]

The Company's revenues for fiscal year 2001 were $510,769.

As of December 31, 2001 the Company had a total of 537,466,852 shares of common
stock outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

No documents have been incorporated by reference.


                                       1




                                                                        Page
                                                                       ------

PART I   4

         ITEM 1.  DESCRIPTION OF BUSINESS......................................4

         ITEM 2.  DESCRIPTION OF PROPERTY.....................................17

         ITEM 3.  LEGAL PROCEEDINGS...........................................18

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ........18

PART II  19

         ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED
                  SHAREHOLDER MATTERS.........................................19

         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                  OF OPERATION PLAN OF OPERATION..............................20

         ITEM 7.  FINANCIAL STATEMENTS.......................................25

         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.........................25

PART III 27

         ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                  CONTROL PERSONS:  COMPLIANCE WITH SECTION
                  16(a) OF THE EXCHANGE ACT...................................27

         ITEM 10. EXECUTIVE COMPENSATION......................................29

         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT.......................................29

         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS................................................30

         ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K............................31




                                       2


                                  SPECIAL NOTE
                           FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS CONTAINED IN THIS REPORT, INCLUDING, WITHOUT LIMITATION,
STATEMENTS CONTAINING THE WORDS "BELIEVES," "ANTICIPATES," "EXPECTS" AND WORDS
OF SIMILAR IMPORT CONSTITUTE "FORWARD-LOOKING STATEMENTS." SUCH FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES.

THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED IN
THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THE
SUCCESS AND SUBSEQUENT ACCEPTANCE OF NEW TECHNOLOGIES; THE COMPANY'S ABILITY TO
CREATE, SUSTAIN, MANAGE OR FORECAST ITS GROWTH; ITS ABILITY TO ATTRACT AND
RETAIN KEY PERSONNEL; ITS ABILITY TO PROTECT TECHNOLOGY; CHANGES IN ITS BUSINESS
STRATEGY OR DEVELOPMENT PLANS; COMPETITION; DEMOGRAPHIC CHANGES; BUSINESS
DISRUPTIONS; ADVERSE PUBLICITY; AND INTERNATIONAL, NATIONAL AND LOCAL GENERAL
ECONOMIC AND MARKET CONDITIONS.


                                       3




                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

THE COMPANY

BIFS Technologies Corporation (f/k/a Biofiltration Systems, Inc.), hereinafter
referred to as the "Company," was incorporated on December 17, 1992, as a "C"
corporation under the laws of the state of Florida. The Company is authorized to
issue 800,000,000 shares of its common stock, $.00001 par value per share. As of
December 31, 2001, the Company has 537,966,852 shares issued and 537,466,852
outstanding. The Company is currently traded on the National Daily Quotation
Bureau Pink Sheets and intends to become listed on the OTC Bulletin Board as
soon as all listing requirements are met.

The Company currently operates three reporting segments. Environmental Services,
Emerging Technologies and Governmental Operations. The Company began with only
the Pollution Control Systems Group (now Environmental Services) in 1992.

The Company has recognized the need to expand its management capabilities. In an
effort to consolidate the executive level management functions and to establish
an organizational platform that provides for the achievement of its existing and
planned business objectives, the Company reorganized its Biofiltration and Beach
Access.Net subdivisions into a functional reporting structure. The new corporate
structure contains an Administrative Services Division, an Environmental
Services Division, an Emerging Technologies Division, and a Governmental
Operations Division and centralizes these functions under the corporate
headquarters in Sarasota, Florida.

As of December 31, 2001, the Company had an aggregate of 10 full time employees
in all divisions set forth herein.

The Company's Environmental products will be distributed through the
Environmental Services Division. Technological and Internet products will be
distributed through the Emerging Technologies Division, which is also
responsible for Research and Development. Governmental Operations Division is
responsible for GPS Integrators products and government contracting. The
Administrative Services Division is responsible for corporate accounting,
finance, investor relations, and support of corporate management activities.

                            A. Environmental Services
                             ----------------------

1.       Summary of Operations:
         ----------------------

The Environmental Services' primary product is a patented pollution control
system. The bio-remediation technology of the system allowed the Company to
enter into the business of marketing modular biofiltration systems for the
treatment of a variety of waste waters, including aircraft deicing and
anti-icing fluids. The biofilter or biofiltration process provides a means of
filtering and simultaneously destroying waste components in a liquid or air
stream by entrapped micro organisms on the filter media. The micro organisms are
responsible for the destruction of waste chemicals and cleaning of the fluid.
The Company offers its biofiltration system under its Patent number 5,205,935,
which was issued on April 27, 1993. The Patent covers part of the bioremediation
technology the Company intends to utilize in its operations. The Company sells
and designs modular biofiltration systems manufactured by outside sources and
markets these systems to various industries.

2.       Principle Product
         -----------------

a.       Description: Fixed Film Bioreactor

The bioreactor utilizes fixed film technology wherein naturally occurring
bacteria are grown on a plastic packing material in a large metal above ground
tank. The bacteria feed on organic material in the wastewater pumped into the
tank. The bacteria grow on the packing material and form a layer of bacteria
called a film. The BIFS' biofiltration system uses anaerobic and aerobic
bacteria to destroy organic material in wastewater.


                                       4



Anaerobic bacteria are bacteria that do not use oxygen to grow. These types of
bacteria feed on organic material and digest the material into carbon dioxide
and methane gases. These gases are frequently referred to as "biogases". The
biogas is recycled to a boiler/heat exchanger used to heat the wastewater.
Warming the wastewater promotes the growth of bacteria making the biofilter more
efficient. Excess biogas can be recycled to a heating unit used to heat the
treatment building or to a generator to create electricity for use in the
treatment system. Anaerobic bacteria are very efficient at feeding on
wastewaters containing high concentrations of organic material and create very
little solid waste or sludge.

Aerobic bacteria use oxygen to grow. This type of bacteria is efficient at
removing lower concentrations of organic material from wastewater but create a
lot of sludge.

The Company's biofiltration system pumps wastewater into a tank designed to grow
anaerobic bacteria. The bacteria in this tank feed on the high concentration of
organic material in the wastewater, significantly lowering the concentration of
organic material in the wastewater. The treated wastewater is then pumped to a
second tank designed to grow aerobic bacteria. The aerobic bacteria feed on the
lower concentration organic material in the wastewater, further lowering the
concentration of organic material in the wastewater. The wastewater is pumped
from this tank into the sewer system or a surface water body.

The biofiltration system is an apparatus capable of:
        o   Biological destruction of the hazardous substances.
        o   Simple, low cost operation for application on site for the
            biodegradation of these substances.
        o   High rates of destruction of the substance.
        o   Being modular and portable so that it may be simply relocated from
            site to site
        o   Utilizing either anaerobic or aerobic microorganism cultures for the
            rapid destruction of these substances.

The combination anaerobic/aerobic treatment system is designed to treat
wastewater containing organic materials that are food for anaerobic or aerobic
bacteria.

b.       Background

Biological degradation of hazardous substances presents a cost-effective
alternative to the landfill, incineration or chemical/physical oxidation
techniques.

The objective of the biofiltration system is to present an apparatus capable of
biological destruction of the hazardous substances.

Other objectives of the biofiltration system is to provide a simple
biofiltration system which has a low operational cost, to present a system
capable of high rates of destruction of the hazardous substances, which is
mechanically modular and portable so that it may be simply relocated from site
to site, and to present a system capable of utilizing either anaerobic or
aerobic microorganism cultures for the rapid destruction of hazardous
substances.

Bioremediation technology has been available for several years

c.       Patent and Trademark:

The Patent was acquired from AAA Environmental, Inc. on May 15, 1995 for the sum
of $470,000. The Patent has a useful life of seventeen years from the April 27,
1993 Date of Patent. Payment was in the form of a Note Payable to AAA
Environmental for $470,000. AAA Environmental stock is 100% owned by the
majority shareholders of the Company.

The Company had previously recorded the cost of the Patent at $470,000. This
cost was reduced to $61,073, which reflects the related company's amortized
cost, and is being amortized over its useful life. The difference in recorded
value and its cost has been charged to additional paid-in capital. The Patent
value adjustment was made to comply with regulatory requirements.


                                       5



The $470,000 note payable associated with the purchase of the Patent has been
reduced to the Patent's amortized cost. The difference between the original
recorded value and revised value has been credited to paid-in capital. Interest
expense previously recorded has been adjusted.

The patent covers the actual bioremediation of the organic compounds of the
product being processed. The parts of the process not patented are commonly used
and non-proprietary. More particularly, the patent relates to an apparatus for
microbiological destruction of hazardous waste in contaminated waters.

3.       Federal Regulations
         -------------------

a.       Airport Deicing:

Adherence to the Code of Federal Regulations (CFR) Title 14, Part 121 has
increased the quantities of deicing fluids used by U.S. airlines and airports.
U.S. glycol usage in 1990 was estimated at 11,500,000 gallons. Airport operators
have reported that the volume of aircraft deicing fluid has increased threefold
since 1992.

Before a commercial airliner starts the take-off roll in winter weather, deicing
solutions (glycols) are sprayed over the plane to prevent ice from forming and
destroying the plane's ability to fly. The amount of glycol used per mid-sized
plane requires as much treatment plant capacity as required to treat normal
sewage from a city of approximately 5,000 people. Deicing operations are active
every day, somewhere in the world. The environmental problem with glycols is
that they grab any available oxygen molecules in water, resulting in death for
plants and animals that depend on water for survival. Grasses, fish, shellfish,
and just about all other life forms are effected. Year after year, thousands of
tons of glycols soak into the ground and aquifers untreated due to airport
deicing operations. Glycol runoff could contain as much as 300,000 mg/I COD
(Chemical Oxygen Demand). Residential sewage only contains 250 mg/I COD. These
heavy COD loads can completely shut down a municipal owned treatment plant
without pre-treatment to a level of 250 mg/COD, or less. Many municipal plants
are refusing to accept glycols. Most do not have the capacity to handle it.

To address this problem, the Company has further developed and demonstrated the
ability to convert these glycol wastewater streams into liquid that can be
discharged without further treatment. Many airports are seriously considering
this optional solution, allowing them to bypass the municipal treatment plants
entirely. Because the Environmental Protection Agency has recently informed all
national airports that they cannot deice aircraft without collecting and
treating deicing fluids, these airports are faced with the near term
construction of systems to collect and treat deicing fluids. Because of this
regulatory driver, and the fact that management has built operating systems to
treat other glycols, this is the first market sector that the Company has
focused upon.

The Company has been awarded one contract to treat aircraft deicing and
anti-icing fluids for MidAmerica Airport, St. Louis. As of December 31, 2001,
revenues of $60,095 have been realized by the Company from this agreement.

4.       Manufacturing
         -------------

The Company does not intend to manufacture any of the products it sells.
However, the Company will recommend the best configuration of its products for
its customers. All manufacturing is subcontracted, but to the Company's rigid
specifications. This gives the Company the flexibility to keep manufacturing
costs under control.

Under the direct supervision of the Company's Environmental Services Division
Technical Director, specialized erection companies will assemble the larger
bioreactors on-site. These erection companies are familiar with the installation
of above-ground storage tanks and will be contracted at the locale where the
biofiltration system is being installed. The Company currently has no contracts
with erection companies at this time. The Company's control panels will be
purchased from original equipment manufacturers and will be installed by Company
personnel. Packing media will be shipped directly to the site and installed
on-site.

Although the Company will not manufacture its own products, it will perform
supervision of assembly, redesigning, testing and servicing. Some of the
benefits of this strategy are:
        o   Decrease in working capital required to conduct business
        o   Ability to increase capacity quickly with reduced capital costs
        o   Increased overall flexibility


                                       6



5.       Sales and Marketing Strategy
         ----------------------------

AAA had an agency agreement with the Company dated December 20, 1992 to provide
services as national sales agent. The agreement was mutually terminated on
December 20, 2000. A new national sales agreement was executed on January 2,
2001 with BSA Enterprises, Inc. ("BSA") with the same terms and conditions as
the AAA agreement. The beneficial owners of BSA are Alpha J. Keyser, the
Company's President, Vicki Hunter Keyser (wife of Alpha Keyser), Catherine Joy
Davis (granddaughter of Alpha Keyser) and Taylor Morgan Davis (granddaughter of
Alpha Keyser).

The Company intends to market its bioremediation products through BSA to
customers initially in the U.S. and Canada. It intends to contract with
specialized fiberglass and steel fabrication shops in the areas it makes sales
to manufacture bioreactor vessels to its strict specifications. This eliminates
the need for the Company to carry large amounts of inventory and it keeps the
shipping costs to a minimum. The electrical control panels are purchased locally
and installed by Company personnel. By utilizing the fabrication shops in the
area of the sale, the talents of the most experienced professional technical
consultants and commission compensated sales representatives, the Company keeps
its fixed costs to a minimum thereby allowing it the flexibility to tackle
projects it determines feasible.

The Company's anaerobic biofiltration system will be marketed through BSA. The
term of the agreement is for a one-year period, automatically renewable for an
additional one-year period. Either party can terminate this agreement with a
one-year notice.

In accordance with the agreement and at its option, the Company may advance
funds against future commissions to BSA. The Company pays a flat commission rate
of 30% for sales and marketing of the biofiltration system product. As of the
date hereof, all prepaid sales commissions except for $18,000 have been repaid
and the financial statements now reflect no prepaid commissions.

The Company's sales and technical representatives will attend trade shows held
by environmental and agricultural associations to increase the overall awareness
of the product. The marketing department of BSA will follow up requests with
contacts made and developed through these sources.

A professional exhibit will be designed and built for use at various conferences
and trade shows. This information exhibit will focus on the mechanics of the
biofiltration system, the problems the system resolves, and the benefits and
savings that result from the use of the system. Current industry articles,
published research papers and other information discussing the industry,
bioremediation solutions and the Company are available.

Promotional materials such as brochures, CD-ROM, and an Internet web page are
currently available for distribution by all sales staff.

6.       The Market and Product Distribution
         -----------------------------------

BSA is responsible to market all biofilters on behalf of the Company. It may
choose to employ additional agents, as necessary to explore and take advantage
of all market opportunities. These additional agents will be under their
control. BSA will operate on a set fee commission basis, which will allow the
Company to maintain a projected profit margin on each sale. BSA has been and is
representing the Company's products to the nation's airports.


                                       7



7.       Uncertainties
         -------------

While the trend toward stricter enforcement of the Clean Water Act and other
environmental and governmental regulations appears to be firmly in place, a
change in policy or commitment could happen at any time. This change may occur
because of an election, changing administrations, change in agency directors or
a court ruling.


                            B. Emerging Technologies
                              ---------------------

1.       Summary of Operations
         ---------------------

For many years, the Company had been searching for the best method of monitoring
remote production facilities. The Company was looking for a method that would
utilize current communications technology, would be scalable and would be
inexpensive. On April 1, 2000, the Company completed a major goal of expanding
its technology capability through the acquisition of Beach Access.Net, Inc.
(Beach Access), an Internet Service Provider (ISP) and developer of a new
wireless Internet access capability. SWOMI is a wireless system which, when
connected to the biofiltration system control/monitoring equipment and the
Internet, can be used to remotely control and monitor the operation of the
biofiltration system. Beach Access subsequently acquired additional companies
and assets, expanding its ISP capacity, wireless systems technology, network and
computer installation and repair and software and database development
capability.

The division continues to operate an ISP and wireless technology in the Myrtle
Beach, SC area.

Also the responsibility of the division to monitor technology advancements in
the ISP and high speed wireless technology arenas.

2.       Principal Products
         ------------------

Products and services offered by the Emerging Technologies division center
around the operation and delivery of ISP services. The company operated it's own
ISP, Beach Access.net, Inc., and provides the service through standard telephone
line dial-up, DSL and high speed wireless technology. The division has also
developed a working prototype of a "last mile" solution to the delivery of high
speed internet connectivity using an existing television signal. This technology
has been named TV+Internet(TM).

a.       Internet Service Provider

ISP services have been available since the purchase of Beach Access in 2000. The
service  provides local dial-up  telephone  numbers for the Myrtle Beach area in
Horry and Georgetown Counties, SC.

b.       SWOMI(TM)

i.       Description

The division is marketing high speed wireless technology under the trade name of
SWOMITM, Seamless Wireless Omni-directional Mobile Internet. SWOMITM offers the
user true roaming capability within the SWOMITM system with access speeds of
2Mbps, the same as a direct connection to a T-1. The SWOMITM system incorporates
Beach Access ISP assets and allows customers to link their computers, at T-1
access speeds, for video, audio or data transmission on the Internet using a
patented roaming technology.




                                       8






The primary differentiating factors between SWOMI and other wireless products is
its "Seek and Switch" capability. This proprietary seek and switch feature
facilitates a seamless roaming capability as customers move about the service
area. The system was designed to provide built-in signal management and
automatically switches from one cell to another as the system detects variances
in the signal strength or as the user moves in and out of coverage zones. This
unique feature allows customers to remain connected to the Internet or to leave
the network and automatically reconnect upon their return. The high-speed
throughput of SWOMI makes it possible for users to not only browse the Web, but
to execute more advanced applications including rapid file transfers and
Internet telephony. The engineering scheme of the SWOMI network makes it
possible for users on the system to achieve throughput levels at T1 speeds, as
the system balances the demands for multiple user connectivity and simultaneous
access.

More simply stated, the SWOMITM technology:
        o   Uses patented firmware to provide 2Mbps Internet access speeds.
        o   Uses hardware, which costs less than $250 per unit.
        o   Uses towers, which cost less than $30,000 to erect.
        o   Allows total user mobility within the network using laptop PC's or
            other portable devices.
        o   Has an automatic seek and switch feature (similar to cell phone
            technology) that maintains the connection while users move from one
            cell to another.
        o   Has automatic switching - does not require any user resetting of the
            equipment.

ii.       Background

For purposes of clarity, the following terms have been defined:
        o   CONNECTIVITY is a provision for a signal to propagate from one point
            to another, such as from one circuit, line, subassembly, or
            component to another

        o   THROUGHPUT is the number of bits, characters, or blocks passing
            through a data communication system, or portion of that system.
            Throughput is expressed in data units per period of time.

        o   T1 SPEEDS is the generic designator for any of several digitally
            multiplexed telecommunications carrier systems. The designators for
            T-carrier in the North American digital hierarchy correspond to the
            designators from the digital signal (DS) level hierarchy. T-carrier
            systems were originally designed to transmit digitized voice
            signals. Currently applications also include digital data
            transmission. The North American hierarchy is based on multiplexing
            24 voice-frequency channels and multiples thereof.

        o   INTERNET TELEPHONY is the use of the Internet to carry voice content.

There are two primary applications for the product, backbone applications
(point-to-point) and campus environment applications (point-to-multi-point). The
division installed a prototype backbone system in the Myrtle Beach, South
Carolina area. On December 1, 2000, the SWOMI high-speed wireless network went
online and operational in Myrtle Beach, South Carolina. The system focus' on
supplying high speed connectivity to select hotels and resorts. The system is
available to customers at 17 hotels and resorts in the Myrtle Beach, South
Carolina area.

The division also installed SWOMI(TM)in a campus environment at BIFS corporate
headquarters in Sarasota, FL. Desktop and laptop computers as well as printers
are successfully operating on SWOMI(TM)via an on-site T-1 connection.

iii.      Patent & Trademark

The provider of the patented firmware is OTC Telecom, a California based
company. The Company's relationship with OTC Telecom is one of a purchaser (the
Company) and supplier (OTC). As stated above, the Company has a "proprietary
right" because of its SWOMI system being trademarked utilizing the patented
firmware supplied by OTC.


                                       9



As indicated throughout this document, the mark "SWOMI(TM)" is a trademark of
the company.

b.       TV+ Internet(TM)

The TV+ Internet service is being made available to customers throughout the
country and in selected parts of the world to support their needs for high speed
wireless Internet access and is made possible through a strategic partnership
between local television broadcasting stations and BIFS Technologies
Corporation. This unique service makes it possible for customers to receive
Internet data directly through their local television broadcasts and provides
users with a cost effective alternative to traditional Internet services. Local
television stations have been in the business of providing wireless broadcasting
services to their customers for decades in the form of one way TV programming
and the addition of the new TV+Internet(TM)system now makes it possible for
these broadcasters to offer viewers with a new and valuable service.

i.       Description

TV+Internet(TM)uses advanced digital television technology (DTV) and embeds
Internet data packets within the normal transmission signals of the local TV
station to provide down channel Internet access to customers in even hard to
reach areas of the country. Using a proprietary data transmission protocol,
TV+Internet(TM)can be accessed by customers using a special antenna adapter that
connects directly to the client computer to receive the down channel Internet
data traffic. The receiver separates the Internet data from the normal
television transmissions and routes the signal to your computer.

To complete the communications loop, TV+ Internet provides customers with a
standard modem return that connects the user to the station's communications
center.

ii.      Background

Dial up modem services have long been the main stay of connectivity provided to
those rural and suburban residential communities that exist outside of major
metropolitan areas of the country. Full scale broadband infrastructure rollouts
to the non urban communities of the world is not only cost prohibitive over the
short, but is strategically undesirable because of the presumption that
technology will surpass current practices and render these expensive hardwired
system obsolete within ten years. Cellular technology, which is currently the
only viable option for providing wide area coverage is too slow to handle all
the down channel volume of today's Internet traffic. Although cellular
technology is fine for a majority of the up channel client-server communication
(except two way video) most Internet environments are delivering extremely large
volumes of down channel data traffic and the combination of limited bandwidth
along with large packets bit streams renders this option impractical for
providing mass coverage. Unlicensed bandwidth alternatives like those provided
through 802.11b technology do not have either the penetration or distance
requirements necessary to support a citywide or regional rollout plan. They also
can be adversely effected by competition in the area and by other companies who
elect to broadcast over the same unlicensed frequency.

The TV+ Internet(TM)system overcomes these impediments and facilitates the
building a cost effective wireless Internet system by eliminating the need for
companies to compete for bandwidth in the auction environment imposed by the FCC
and Congress that typically results in a successful bid price exceeding 1
billion dollars for sufficient bandwidth to support a communications
architecture.

The TV+ Internet(TM)system eliminates the need for the deployment of expensive
hardwired infrastructures that are normally associated with a citywide or
regional rollout of broadband services. No "last mile" connectivity products are
required with TV+ Internet. TV+ Internet(TM)equipment costs are much lower by
comparison to traditional cable or fiber optic infrastructures. Because of the
fact that TV+ Internet(TM)uses a DTV transmitter concept, along with specialized
conversion equipment, the cost of infrastructure deployment is relatively static
and is far less expensive than traditional cable or fiber based systems.


                                       10



Patents & Trademarks

TV+Internet(TM)uses a proprietary data transmission protocol that embeds
internet data packets within the normal DTV signal transmitted by the local TV
station.

As marked throughout this document, the mark "TV+Internet(TM)" is trademark
protected

3.       Government Regulation
         ---------------------

In addition to the Resource Conservation and Recovery Act, the Clean Water Act
and The Environmental Protection Agency regulations which indirectly affect the
Company, the Company's operations also come under the jurisdiction of the
Federal Communications Commission (FCC). Since the Technology Group uses radio
frequencies to carry information among the users, towers and the ISP, the Group
must comply with FCC rules and regulations. A major factor is that the FCC
regulates which frequencies may be used and the power transmitted on each
frequency.

4.       Manufacturing
         -------------

The division does not foresee direct involvement in the manufacturing of the
equipment used in it's products or services. Contracted services will be used
for the manufacture of the SWOMITM and TV+Internet(TM)hardware and for
construction of towers. Division staff will monitor product quality, working
closely with the manufacturer and will manage and monitor system implementation
and on-going operations.

5.       Sales and Marketing Strategy
         ----------------------------

To utilize internal marketing agents, contracted sales agent and external
resellers to promote and market products. Utilize marketing tools such as email,
the internet, brochures, mailings, and trade and industry show participation.

6.       The Market and Product Distribution
         -----------------------------------

SWOMI and Internet access products are distributed through the Myrtle Beach
operation. Focus for these product are the business and industrial markets,
while expanding the existing hospitality market. TV+Internet(TM)services are
marketed to television broadcasters initially as a source of revenue for the
stations. The product is distributed to the end-user through the broadcasting
source.

7.       Uncertainties
         -------------

In the rapidly changing environment of the high-tech sector, a new invention or
application may be developed which could make the Company's SWOMI technology
obsolete. In addition, the Company has no patent protection for the SWOMI
technology. Accordingly, the Company cannot guarantee that forecast revenues
will occur or that competition or factors outside its control will not create
adverse operating conditions for the Company.


                           C. Governmental Operations
                           --------------------------

1.       Summary of Operations
         ---------------------

Market all products and services to state and federal government agencies
including various military organizations, airport and port authorities and to
evaluate acquisition candidates that expanded product offerings, but also
augment the Company's management capability.


                                       11



On January 26, 2001, the Company acquired 55% of the common stock of GPS
Integrators, Inc. (GPS), a Texas corporation. GPS provides the equipment and
software associated with a proprietary ice monitoring system used on airport
runways. GPS is an example of a synergistic acquisition to augment the contacts
and services offered by the Company. Subsequent to the acquisition, GPS was
awarded a service contract at Scott AFB, which is co-located with Mid America
Airport.

In addition to the ice monitoring product line, GPS is developing a
state-of-the-art airport information system. This system expands on the
technology developed for the existing product line by incorporating facilities
management, GPS tracking of aircraft, vehicles and personnel on airport property
and high-speed Internet connectivity among airport operations.

Several key components of this system have been developed and are in testing at
this time. Presentations to various focus groups have been encouraging and
helpful in finalizing product features and benefits.

Terms of the purchase agreement between the Company and GPS provide for the
following:

2,000,000 shares of the Company's restricted stock for purchase of 55% of GPS;
        o   Various performance stock options, up to a maximum of 8,000,000
            shares, exercisable at $.001 per share, over varying periods through
            2003.

        o   GPS commenced operations in early 2000.  In 2000, GPS was awarded a
            $3,152,560 sole source contract by the U.S. Air Force.  Through
            December 31, 2001, GPS has realized approximately $2,256,890 in
            revenues from this contract. Approximately $895,670 remains
            available on this contract.

2.       Principle Products
         ------------------

The division, in addition to it's responsibilities to market all company
products and services, has two principle products, WinterOpsPro and
SummerOpsPro. WinterOpsPro is a revised and expanded version of GPS' Snow and
Ice Control Pro (SNIC) system. SummerOpsPro was developed as an engineering and
maintenance service addition to the WinterOpsPro equipment.

a.       WinterOpsPro

Description

WinterOpsPro has six modules: Snow and Ice Control Pro, Advanced Runway
Condition Reporting and Measurement (ARCCAM), Equipment Collision Avoidance
Module, Snow Removal Monitor, Advanced Winter Operations Center (AWOC) and
Precision Snow Removal System. The system will integrate with existing devices
and systems already being used by the airfield.

Overall, the system will monitor weather conditions, reduce the use of deicing
and anti-icing chemicals, labor and equipment while maintaining safe operating
conditions during winter storm events.

Background

WinterOpsPro is an expanded version of the original SNIC system developed by
GPS. The SNIC system is currently being used at thirteen USAF bases around the
world.

Patent and Trademark

There are no patents or trademarks existing or applied for regarding
WinterOpsPro. The equipment and software used for WinterOpsPro may be patent,
trademark or otherwise protected by the respective manufacturers. The equipment
and software assembly and use for the specific purpose of WinterOpsPro is
considered to be proprietary information.


                                       12



b.       SummerOpsPro

Description

SummerOpsPro was designed to be an additional module to WinterOpsPro or as a
stand alone engineering and maintenance assessment system. The system is
composed of Maintenance Reporting Module, Advanced Positioning Module, Automatic
Vehicle Location Module (AVL), Runway Incursion Prevention System (RIPS), Driver
Enhanced Vision System (DEVS) and Streaming Video System.

These modules are integrated to provide the user with the tools needed to
perform engineering and maintenance work at an airfield with a degree of safety
and efficiency previously unachievable.

Background

SummerOpsPro was initially designed as an additional module to WinterOpsPro that
would make the investment in WinterOpsPro usable year-round for engineering and
maintenance evaluation.

SummerOpsPro was deployed and tested at Scott AFB under the USAF Management &
Equipment Evaluation Program ("MEEP"). The testing and exit interview portion of
the program has been completed successfully. The final report and
recommendations by the USAF will be published by MEEP personnel in the near
future.

Patent and Trademark

There are no patents or trademarks existing or applied for regarding
SummerOpsPro. The equipment and software used for SummerOpsPro may be patent,
trademark or otherwise protected by the respective manufacturers. The equipment
and software assembly and use for the specific purpose of SummerOpsPro is
considered to be proprietary information.

3.       Federal Regulations
         -------------------

The FCC regulations will govern any wireless data transmissions from the field
equipment to centralized monitoring areas. The access and security regulations
as established by each project facility, particularly military facilities, will
govern access to specific project locations.

4.       Manufacturing
         -------------

The division does not foresee direct involvement in the manufacturing of the
equipment used in it's products or services. Division staff will monitor product
quality, working closely with the manufacturer and will manage and monitor
system implementation and on-going operations.

5.       Marketing and Sales Strategy
         ----------------------------

The division intends to expand through use of the existing USAF contract,
remarketing of SummerOpsPro to facilities which currently operate SNIC and
through new government contracts. Commercial airports will also be identified as
sales targets. Additional independent commissioned sales representatives will be
used as needed.

6.       Sales and Distribution
         ----------------------

For this division, the distribution through government contracts and several
independent commissioned sales representatives.


7.       Uncertainties
         -------------

In the rapidly changing environment of the high-tech sector, a new invention or
application may be developed which could make the Company's biofiltration system
technology obsolete. The Company cannot guarantee that forecast revenues will
occur or that competition or factors outside its control will not create adverse
operating conditions for the Company.


                                       14




ITEM 2.   DESCRIPTION OF PROPERTY

The Company maintains its principal business operations at 2075 Fruitville Road,
Suite 200, Sarasota, Florida 34237. The Companys telephone number is (941)
343-9300. The Company does not own any property. The Company maintains two
offices, one is the corporate address listed above, and the other is in South
Carolina for Emerging Technologies at 600 Azalea Drive N., Surfside Beach, SC
29575. The phone number is (843) 232-9009. All facilities are leased.

ITEM 3.   LEGAL PROCEEDINGS

In December 2000, the former owner of the Myrtle Beach operation was terminated
by the Company. Subsequently, the former owner notified the Company in writing
of his intention to exercise the options on the remaining 12,000,000 shares of
restricted stock. If exercised on the termination date, the stock options would
be valued at $2,952,000. This amount is based on valuing the stock on the
termination date using its averaged simple traded value over a defined period,
less a 15% discount because of its restricted nature.

On December 20, 2000, the Company instituted legal action to void the employment
contract and issuance of the 12,000,000 option shares. This case was filed in
South Carolina State Court, the Court of Common Pleas, Fifteenth Judicial
Circuit. The proceeding began on December 20, 2000. The principal parties are
BIFS Technologies Corporation (BIFS) and Jasper Knabb (Knabb). BIFS alleged that
Knabb had misrepresented his ownership of BeachAccess. BIFS sought to rescind
the employment contract and recover the salary and stock options paid to Knabb.
The Lower Court found that BIFS was not required to continue Knabb's employment
or pay for future payments under the employment contract, however, the Court
refused to rescind the agreement as requested and allowed Knabb to keep the
stock options paid and those contemplated under the employment contract and
those negotiated in the sale of BeachAccess. This ruling was appealed to the
South Carolina Court of Appeals in Columbia, South Carolina. The appeal, filed
August 21, 2001, argues that since the Court found that Knabb's behavior was
excessive enough to warrant the forfeiture of his employment, it was excess
enough to warrant the loss of any stock or stock options paid and the agreement
should have been rescinded. The relief sought is to have the stock certificates
returned that were paid to Knabb.

The Company is involved in certain claims and other legal actions arising in the
ordinary course of business. There can be no assurances that these matters will
be resolved on terms acceptable to the Company. In opinion of management, based
upon the advice of counsel and consideration of all facts available at this
time, the ultimate disposition of these matters will not have a material adverse
effect on the financial position, results of operations or liquidity of the
Company.

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

During the fourth quarter of the fiscal year covered by this report, no matters
were submitted to a vote of security holders through the solicitation of proxies
or otherwise.

                                       15


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The common stock is currently quoted on the National Daily Quotation Bureau Pink
Sheets operated by The NASDAQ Stock Market, Inc. under the symbol "BIFT". The
following table sets forth the high and low last sale prices for the common
stock for each fiscal quarter, or interim period, in which the common stock has
been publicly traded. These prices do not reflect retail mark-ups, markdowns or
commissions and may not represent actual transactions.

--------------------------- ----------------- ----------------
       Quarter Ended              Low             High
--------------------------- ----------------- ----------------
       March 31, 2000            $0.007           $0.200
--------------------------- ----------------- ----------------
        June 30, 2000            $0.047           $0.469
--------------------------- ----------------- ----------------
   September 30, 2000            $0.205           $2.000
--------------------------- ----------------- ----------------
    December 31, 2000            $0.048           $0.070
--------------------------- ----------------- ----------------
       March 31, 2001            $0.115           $0.280
--------------------------- ----------------- ----------------
        June 30, 2001            $0.070           $0.180
--------------------------- ----------------- ----------------
   September 30, 2001            $0.020           $0.130
--------------------------- ----------------- ----------------
    December 31, 2001            $0.031           $0.092

The quarterly prices have been adjusted to reflect a split of the Company's
stock. In March 2000, effective April 15, 2000, the Company's Board of Directors
approved a 100:1 forward stock split. In conjunction with this stock split, the
par value of the Company's stock was changed from $0.001 to $0.00001. The effect
and timing of the split had no effect on the Special Services Agreement other
than to make the appropriate adjustment in the number of shares issued and the
price per share.

The Company's shares of common stock are not registered with the U.S. Securities
and Exchange Commission under the Securities Act of 1933, as amended
(hereinafter referred to as the "Act") and are restricted securities with the
exception of 87,500,000 shares issued pursuant to Rule 504, Regulation D.

Since its inception, the Company has not paid cash dividends on its common
stock. It is the present policy of the Company not to pay cash dividends and to
retain future earnings to support the Company's growth. Any payments of cash
dividends in the future will be dependent upon, among other things, the amount
of funds available therefore, the Company's earnings, financial condition,
capital requirements, and other factors which the Board of Directors deems
relevant.

As of December 31, 2001, there were approximately 20,000 shareholders of common
stock of record.


                                       16




ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis of the Company's financial condition and
results of its operations for the years ended December 31, 2001 and 2000 should
be read in conjunction with the Company's financial statements included
elsewhere herein. When used in the following discussions, the words "believes",
"anticipates", "intends", "expects", and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks and uncertainties, which could cause results to differ materially from
those projected.

Company Activities
------------------

2001 was a year of expansion and evaluation of current operations. During the
year the Company began marketing of developmental and new products. The reality
of 2001 changes in economy and individual marketplaces has required management
to review the business segments and activities by analyzing operations and
results, studying published trends and events and instituting corrective action,
based on financial performance. In conjunction with the net operating losses
incurred within the Emerging Technologies segment and the Governmental
Operations segment, the Company has determined that certain assets are impaired
and recorded these impairment losses accordingly, thereby incurring an
impairment loss of 1,698,469 for the year ended December 31, 2001 on these
assets.

The Environmental Services Division
-----------------------------------

The Company has a biofiltration patent which it has purchased from AAA (see Note
D in the footnotes to the Company's Financial Statements) that originally
developed and recorded the patent. The patent is recorded at its purchase cost,
which represents the predecessor related company's development cost less
predecessor amortization. The patent is being amortized over its useful life,
currently estimated at 14 years.

For each of the years ended December 31, 2001 and 2000, patent amortization
amounted to $4,084.

For marketing its biofiltration products, the Company has a relationship with
BSA. Pursuant to a national sales agreement, the Company will pay sales
commissions to BSA. As sales and lease revenues are generated, commission
expense will be recognized at a rate of 30% in accordance with the terms of the
agreement on the accrual basis of accounting.

For the years ended December 31, 2000, no commissions were incurred or paid
under this agreement. For the year ended December 31, 2001 commission incurred
was waived by BSA (see Note B in the footnotes to the Company's Financial
Statements).

In September 2000, the Division received a contract award for installation of
"Aircraft Deicer Fluid Disposal Services" at MidAmerica St. Louis Airport. This
contract is the first award for the Division and is a direct result of its
long-term marketing program. In November 2000, the Company signed the contract
for deicer disposal services at Mid-America St. Louis Airport. The contract is
for a five-year term with two five-year extensions at the Airport's option.
During the year ended December 31, 2001, revenues of $60,095 were received from
this contract.

The Division has received renewed interest in its deicing solution because of
this award. The Division continues to aggressively market its deicing and
pollution treatment technology to the airports. The budgetary and approval
process of municipal airports continues to be a significant factor affecting the
length of the sales cycle. In addition, the events of September 11, 2001 shifted
the focus of the airport operations to issues other than environmental concerns.
However, recent events indicate that awareness of environmental issues is
regaining attention.


                                       17



Environmental Services - Recent Developments
--------------------------------------------

In February 2002, the Company received the required permits to begin
construction of the Mid-America Biofiltration system. The Company intends for
this system to serve as a prototype for marketing of the system to other
airports.

During the year 2000, Beach Access installed the SWOMI backbone system in the
Myrtle Beach area. As part of the capital committed to the operation, a DS-3
high-capacity Internet connection was installed. A DS-3 high-capacity Internet
connection allows digital voice and data transmission and equates to 44.736
megabytes per second using 672 channels. Beach Access also offers Web design and
hosting as part of its product mix.

In connection with development and construction of the wireless Internet access
system, the Company has committed to purchase $1,182,375 in component parts used
in the system. Through December 31, 2000, the Company has received and recorded
$793,905 toward this purchase. As of December 31, 2001, due to failure of
component parts, this purchase commitment was terminated.

During the year ended December 31, 2001, the Emerging Technologies segment
generated revenue of $284,484. This was primarily from the segment's ISP
operation. The segment had a net loss from continuing operations of $2,017, 349.
This loss was primarily due to the cost of the wireless internet system
expansion and the insignificant revenue from the system. Economic events within
the IT industry required management to analyze Myrtle Beach operations and
evaluate the use of the wireless system within in the hospitality industry. The
actual demand for high-speed wireless internet access within the hospitality
industry has been significantly lower than projected by the industry. Fewer than
5% of business travelers actually use high-speed internet access when in their
rooms. The reality of this has required a shift in the marketing of products to
other markets.

In an effort to reduce operating losses and increase revenue within the Emerging
Technologies segment going forward, the Company is refocusing the marketing of
the wireless system and high-speed internet access products to businesses,
industrial and residential markets. The Company has also expanded ISP service
coverage areas to five hundred metropolitan cities and rural population centers
throughout the United States. In addition, cost cutting measures have been
executed (staff cuts, increased efficiency, reduction of operational costs),
while continuing to increase existent customer base.

3.       Governmental Operations
         -----------------------

GPS Integrators generated revenue of $166,190 for the year ended December 31,
2001 as a result of an existing contract. The Company is intensifying the
marketing of the WinterOps and SummerOps products to the military under this
contract, while targeting new civilian opportunities.

RESULTS OF OPERATIONS
----------------------

Years Ended December 31, 2001 and 2000

The Company generated revenue of $510,769 during the year, which was from Myrtle
Beach ISP operations, revenue from Environmental Services contract and sale of
GPS equipment. The Company has shown a current year loss of ($4,625,351), of
which ($1,698,469) resulted from the loss on impairment of long-lived assets.

Net sales for the year ended December 31, 2001 increased 19% to $510,769 from
$427,780 during the same period the prior year. Net sales increased primarily as
a result of its acquisition of GPS Integrators, Inc.

Cost of sales for the year ended December 31, 2001 increased 130% to $806,736
from $349,887 during the same period the prior year. The increase is primarily
due to the increase in net sales and the GPS Integrators, Inc. purchase and
additional cost of sales incurred in the Myrtle Beach operations.

General and administrative expenses for the year ended December 31, 2001
decreased to $624,315 from $627,359 in the same period during the prior year
primarily due to various cost controls in these areas.


                                       18



Salaries and related expenses for the year ended December 31, 2001 decreased
(57)% to $541,941 from $1,264,866 during the same period the prior year. This
decrease is primarily due to the former owner and employees of the Myrtle Beach
operation receiving stock bonuses and other incentives during the prior period
last year.

Professional fees for the year ended December 31, 2001 increased 106% to
$601,999 from $292,223 during the same period the prior year. This increase is
primarily due to technical consulting fees for various new ventures and
professional fees related to due diligence matters.

Marketing costs for the year ended December 31, 2001 increased 35 % to $197,337
from $145,944 in the same period during the prior year primarily due to
increases in selling and marketing costs associated with its expansion of the
Myrtle Beach operation and the marketing of new products.

Depreciation and amortization expenses for year ended December 31, 2001
increased 229% to $316,879 from $96,313 for the same period during the prior
year due to 2001 was a full year of depreciation and amortization versus a
partial year in 2000.

Research and development costs for year ended December 31, 2001 increased 772%
to $150,000 from $17,775 for the same period the prior year due to technological
development costs incurred for the TV+Internet(TM)System.

Net interest expense for year ended December 31, 2001 increased 231% to $192,421
from $58,089 for the same period the prior year. The increase results primarily
from the Company's additional debt for working capital, acquisitions and fixed
assets. The notes on which this interest expense was incurred are payable to the
majority stockholder and various stockholders and is contributed to additional
capital.

Losses from discontinued operations and disposal of discontinued operations for
year ended December 31, 2001 decreased to $0 from $(378,229) for the same period
the prior year. The decrease results primarily from Managements' decision in
early July 2000 to discontinue and dispose of certain measurable portions of its
internet technology segment (PC Wholesale and Knight Design).

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

During the year 2001, expansion and operational costs have required significant
sums of cash as can be seen in the Statement of Cash Flows. However, the Company
has, through sales of stock, shareholder loans, and revenues, been able to
generate the cash required to fund Company operations.

During the year ended December 31, 2001, cash used by operations was
approximately $2,093,598, compared with $831,835 in the prior year.
Approximately $288,563 of cash was used for purchase of equipment and fixtures.
The increase in cash used by operating activities of continuing operations
during the year 2001 compared to the same period was primarily due to the
Company's Myrtle Beach Operations. Investing activities used $(219,806) during
the year ended December 31, 2001, compared to providing $518,829 during the same
period the prior year. The decrease resulted primarily from an increase in
capital improvements to its wireless system in the Myrtle Beach area and a
repayment of advances to related company in the prior year. The Company, at
December 31, 2001, had $654,540 in assets, compared to $2,861,604 in the prior
year. The decrease in assets is due to the write-off of significantly impaired
assets (See Note H of accompanying financial statement).

Financing activities generated $1,694,159 during the year ended December 31,
2001 compared to $2,033,461 during the same period the prior year. The increase
primarily results from the sale of stock and loans from its major shareholders.

Material commitments as of December 31, 2001 were $87,000 for the Mid-America
project. Based upon Company estimates, approximately $87,000 will be required to
install the necessary equipment. The Company intends to use the contract to
obtain funding from a financial institution by using the contract amount as
collateral. No such arrangement has been made as of the date hereof.


                                       19



In April 2001, the Company signed a letter of intent to purchase all of the
outstanding stock of FireX2, Inc. The purchase will consist of exchanging
1,948,380 shares of BIFS restricted common stock for 1,948,380 shares of FireX2.
Additionally, BIFS will issue stock options for 655,000 shares to certain
existing shareholders of FireX2.

The letter of intent contains various conditions that must be met before
closing, including, among others, satisfactory results from U.S. government
testing of FireX2's product. During the year ended December 31, 2001, the
Company advanced $52,000 to FireX2.

At March 29, 2002, the purchase of FireX2, Inc. has not closed.

The Company's short-term and long-term liquidity is primarily dependant on its
ability to continue its various capital raising along with the successful
implementation of its acquisition and expansion plans.

In addition, the Company has implemented a cost reduction program which will
result in substantial reduction to the Myrtle Beach losses and operating costs.

The Company has various ventures in the start up, acquisition and developmental
stages that should create a positive impact on the Company's future financially.

The Company believes that it's capital raising efforts will continue
successfully until the operating segments and new ventures begin to generate a
positive internal cash flow.

Stock
-----

Stock Split - In March 2000, effective April 15, 2000, the Company's Board of
Directors approved a 100:1 stock split. In conjunction with this stock split,
the par value of the Company's stock was changed to $.00001. All shares
disclosed in the accompanying financial statements reflect the effect of the
100:1 stock split.

On January 4, 2002 the Company filed a formal complaint with the National
Association of Securities Dealers alleging that a small number of Market Makers
have engaged in trading activities which may represent misconduct and
manipulation towards the company stock. The NASD is currently investigating this
matter.

As of December 31, 2001, the Company had 800,000,000 shares authorized,
537,966,852 shares issued and 537,966,852 shares outstanding.

During the year ended December 31, 2000, 6,250,000 shares of Treasury Stock were
issued for services. The balance of Treasury Stock at December 31, 2001 is
500,000 shares.

During the years 2000 and 2001 the Company entered into various compensatory
stock option agreement with certain employees and consultants (See Note F of
accompanying Financial Statements).

The Company has adopted Statement of Financial Accounting Standard No. 123,
Accounting for Stock Based Compensation, to value the stock options granted to
employees and consultants. The value of each option granted has been determined
using the Black-Scholes stock option pricing model. The following assumptions
were made in estimating the fair value of the options: risk-free interest rate
of 5.33%; no dividend yield; expected lives from zero to five years; no expected
volatility. No costs were charged to operations for the year ended December 31,
2001.

Inflation
---------

Inflation has not been a major factor in the Company's business since inception.
There can be no assurances that this will continue if or when the Company
completes an acquisition or merger.


                                       20



ITEM 7.       FINANCIAL STATEMENTS

Financial Statements contained in this report reflect no change from the
preceding year in any accounting principles or practices or in the method of
application of those principles or practices.

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

There were no disagreements with B2d Semago on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

                                    PART III

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

The following table sets forth the names and positions with the Company and ages
of the executive officers and directors of the Company. Directors will be
elected at the Company's annual meeting of shareholders and serve for one year
or until their successors are elected and qualify. Officers are elected by the
Board and their terms of office are at the discretion of the Board, except to
the extent governed by employment contract.

------------------- ------- ----------------------------------------- ------------------ --------------
Name                 Age              Title                               Director Since     Term
                                                                                            Expires
------------------- ------- ----------------------------------------- ------------------ --------------
Alpha J. Keyser       63      Director, President and Chief Executive        1992               2002
                                    Officer
------------------- ------- ----------------------------------------- ------------------ --------------
Thomas Cannon         56      Director, Marketing Director                   1993               2002
------------------- ------- ----------------------------------------- ------------------ --------------
James A. Feiler       41      Director, Technical Director                   2000               2002
------------------- ------- ----------------------------------------- ------------------ --------------

Duties, Responsibilities and Experience

Alpha J. Keyser, Director, President and Chief Executive Officer

Since 1992, Mr. Keyser has served as the Company's President and Chief Executive
Officer. Mr. Keyser has devoted his time and efforts in the ongoing development
of the Company's current business and has been able to utilize his past
experience to benefit the Company's growth and expansion. Mr. Keyser has more
than 30 years experience in construction, heavy equipment manufacture
development operation and sales, oil and gas drilling operations, and
explorative hydrogeology. Mr. Keyser has started and served as CEO of a number
of successful small businesses in these areas. In 1989, he started AAA
Environmental Services Corp., an environmental services company formed for the
development and marketing of equipment, technology and services in wastewater
environmental clean up, solid and hazardous waste treatment and air emission
control. From 1985 to 1988, he was President and owner of Algasco, Inc., a
natural gas exploration and development company which drilled 19 gas wells in
the vicinity of Victoria, Texas. From 1978 to 1986, he was President and owner
of Alpha Gas Development, Inc., which was formed to do well exploration and
development in Kentucky. The company leased in excess of 35,000 acres in Whitley
County, Kentucky, resulting in the discovery of one of, if not the, largest gas
field in the state. In 1985, the company obtained a $500,000 grant from
Department of Energy to provide the extension of Devonian shale into southeast
Kentucky. Mr. Keyser sold the company in 1984 but remained as President and CEO
until late 1986. From 1973 to 1977, he was the owner and President of Al J.
Keyser, Inc., which marketed and installed more than 60 sewage pumping stations
in southwest Florida. From 1963 to 1972, he was Eastern Regional Sales Manager
for Hein-Werner Corp. He assisted in the original controls design and pioneered
the concept and sale of the larger 2 yard and up hydraulic excavators through
the eastern U.S. and Canada. He became the number one producer in the company.
From 1960 to 1963, he was employed in the sales department of Bay City Shovels
and was responsible for installation, demonstration and troubleshooting for a
worldwide producer of heavy construction equipment, cranes, backhoes and
shovels.

Thomas Cannon, Director

During the past five years, Mr. Cannon has served as the Company's marketing
director and has met with potential business prospects on a continuous basis.
Mr. Cannon was instrumental in the Company's first Pollution Control Group
contract. He has extensive marketing expertise, especially to the nation's
airports and to the military. He is responsible for all marketing efforts and
directs all sales agents. From 1991 to 1993, he was employed by Flow
International, Inc., and was responsible for sales and market development at
their services division. From 1987 to 1991, Mr. Cannon founded Rampart Water
Blast, Inc., which developed technology to remove rubber and paint from runways
at commercial and military airports throughout the U.S. He took the company from
start-up to $3.5 million gross sales in four years. He sold the company to Flow
International. From 1980 to 1987, he formed Coastal Striping, Inc., to paint
roads and runways at military bases throughout the U.S., reaching $4 million in
gross sales. He closed the company when the military changed its bidding
procedures and funding. From 1976 to 1980 he managed Safe Line, Inc., a company
that painted highways in Ohio. From 1968 to 1976, he was employed by Standard
Oil Co. Ohio (now known as BP). He started there after graduating from college
and progressed through marketing and real estate departments to become project
manager.


                                       21



James A. Feiler, P.G., R.E.M.

Jim joined the Company in April 2000 and currently serves as a Director of the
Company and as its Technical Director. His primary responsibilities include
assisting with the marketing of the patented biofiltration system and directing
the design, installation and field operations of BIFS equipment. From 1996 until
joining the company, he was employed by Professional Service Industries as a
Department Manager and Consultant for Environmental Services. Primary duties
included managing the Atlanta Environmental Department that conducted Phase I
Environmental Site Assessments, Phase II Environmental Site Assessments, site
investigations, and remediation and asbestos/LBP/IAQ/IH services. He was also
responsible for planning, growth and coordinating sales, marketing, and
operations to achieve revenue generation, profits and quality control. From 1995
to 1996, Jim was and independent consulting geologist specializing in landfill
compliance monitoring of groundwater, surface water, and leachate, petroleum and
hazardous waste site investigation and corrective action implementation and oil
and natural gas exploration, development, and production. Before this, Mr.
Feiler worked with environmental companies engaged in managing, designing,
installing and operating soil and groundwater remediation systems for RCRA and
UST projects. Mr. Feiler has a degree in Geology from Miami University and is a
licensed Geologist and a Registered Environmental Manager.

ITEM 10.      EXECUTIVE COMPENSATION

Al Keyser has received no compensation for serving in the capacity of President
and Chief Executive Officer. Mr. Keyser, as "Tenants in the Entireties"
ownership with Victoria Keyser, his wife, is the beneficial owner of 272,000,000
shares of the Company's common stock.

Should the Company become profitable and produce commensurate cash flows from
operations, compensation for Mr. Keyser will be reviewed, modified as
appropriate and approved by the Company's Board of Directors.

It is the responsibility of the Company's officers and its Board of Directors to
determine appropriate compensation programs for key personnel. Such
determination and timing thereof will be based upon such factors as equity
sales, operating cash flows, capital requirements, and other similar factors
incorporated into the Company's business plan.

There are no annuity, pension, or retirement benefits proposed to be paid to
officers, directors, or employees of the Company in the event of retirement at a
normal date pursuant to any presently existing plan provided or contributed to
by the Company, or any of its subsidiaries, if any.


                                       22



ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of December 31, 2001, with
respect to the beneficial ownership of common stock by each person who, to the
knowledge of the Company, beneficially owned or had the right to acquire more
than 5% of the outstanding common stock; each director of the Company; and all
executive officers and directors of the Company as a group:

                         Title of Name
                         and Address of              Number of      Percent of
 Class                 Beneficial Owner (1)           Shares         Class (2)

Common             Alpha J. and Victoria Keyser     272,000,000       53%
                   525 Sutton Place
                   Longboat Key, FL 34228

Common             Thomas Cannon                              0        0%

Common             James E. Feiler                            0        0%

Common             All Directors and Executive      272,000,000       53%
                   Officers as a Group

(1)   As used in this table, beneficial ownership  means the sole or shared
      power to vote or to direct the voting of a security or the sole or shared
      investment power with respect to a security (i.e., the power to dispose of
      or to direct the disposition of a security)
(2)   Figures are rounded to the nearest percentage.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain family members of the Company's President own shares of the Company's
common stock as set forth below:

Alpha J. Keyser, President and CEO, is related to the following shareholders:

Name                     # of Shares       Relationship       Date Acquired
Victoria Keyser          272,000,000          Wife              1992 - 93

These shares are owned as "Tenants in the Entireties".

The following describes the shareholder notes payable and when they were issued:

Year                                   Amount
1993                                  $102,500
1994                                    66,400
1995                                    80,000
1996                                    40,000
1997                                    60,000
                                     ---------
Total                                 $348,900

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:  See Exhibit Index.
(b)   Reports on Form 8-K: The Company filed a Current Report on Form 8-K during
      the fiscal quarter ended December 31, 2000.


                                       23



                                  EXHIBIT INDEX

Exhibit                       Exhibit
Number                     Description
--------------------------------------------------------------------------------
3.1               Articles of Incorporation, as amended (1)
3.2               Bylaws (1)

4.1               Instruments defining the rights of holders (Refer to Exhibit 3)

9                 Voting Trust Agreement (not applicable)

10                Material contracts
10.1              Beach Access.Net, Inc., Stock Purchase Agreement (2)
10.2              Form of MidAmerica St. Louis Airport contract (3)
10.3              National Sales Agreement (3)
10.4              Active Participation Investor Special Services Agreement (3)

11                Statement re: Computation of per share earnings (not applicable)

21                Subsidiary of the Registrant

24                Power of Attorney  (not applicable)
--------------------------------------------------------------------------------
(1)   Incorporated by reference to our Registration Statement on Form 10-SB
      filed February 3, 2000, file no. 0-29329
(2)   Incorporated by reference to our Registration Statement on Form 10-SB/A-2
      filed October 13, 2000, file no. 0-29329
(3)   Incorporated by reference to our Registration Statement on Form 10-SB/A-3
      filed March 30, 2001, file no. 0-29329.


                                       24




                                   SIGNATURES

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

                  Date: June 11, 2002                   BIFS TECHNOLOGIES CORP.


                                                By: /s/ Alpha J. Keyser
                                                   --------------------------
                                                        Alpha J. Keyser, President and
                                                        Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.


                  Date: June 11, 2002           By: /s/  Alpha J. Keyser
                                                   --------------------------
                                                         Alpha J. Keyser, President
                                                         and Director (Principal
                                                         Financial and Accounting
                                                         Officer)


                  Date: June 11, 2002           By:  /s/  Thomas Cannon
                                                   --------------------------
                                                          Thomas Cannon, Director


                  Date: June 11, 2002           By: /s/ James A. Feiler
                                                   --------------------------
                                                        James A. Feiler, Director`