================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  Form 10-KSB

                                 JUNE 30, 2002

                  GENERAL FORM FOR REGISTRATION OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 RECLAMATION CONSULTING AND APPLICATIONS, INC.
                  Formerly Recycling Centers of America, Inc.
          (Name of Small Business Issuer as specified in its Charter)

                     Colorado                      84-0703717
             (State of Incorporation)         (IRS Employer ID No.)

      23832 Rockfield Boulevard, Suite 275, Lake Forest, California 92630
                   (Address of Principal Executive Officees)

                                 (949) 609-0590
                        (Registrant's Telephone Number)

       Securities registered pursuant to Section 12(b) of the Act:  None

       Securities to be registered pursuant to Section 11(g) of the Act:
                    12,211,523 Common Shares $0.01 Par Value

================================================================================


                               TABLE OF CONTENTS

                                                                      Page

PART I  .............................................................. 2

ITEM 1  DESCRIPTION OF BUSINESS ...................................... 2

ITEM 2  DESCRIPTION OF PROPERTY ...................................... 6

ITEM 3  LEGAL PROCEEDINGS ............................................ 6

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                HOLDERS .............................................. 6

PART II .............................................................. 6

ITEM 5  MARKET OF COMMON EQUITY AND RELATED STOCK-
                HOLDER MATTERS ....................................... 6

ITEM 6  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTSN OF OPERATIONS ..................7

ITEM 7  FINANCIAL STATEMENTS .................................F-2 - F-11

ITEM 8  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE ...................9

PART III ..............................................................9

ITEM 9  MANAGEMENT OF THE COMPANY; COMPLIANCE WITH
                SECTION 16(a) .........................................9

ITEM 10 EXECUTIVE COMPENSATION .......................................13

ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND
                MANAGEMENT ...........................................13

ITEM 12 CERTAIN RELATIO SHIPS AND RELATED TRANSACTIONS ...............14

ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K .............................14

SIGNATURES ...........................................................16



                                     PART I

ITEM 1:   DESCRIPTION OF BUSINESS

I.   INTRODUCTION

Reclamation  Consulting  and Applications, Inc., a Colorado corporation
(refered  to herein  as  "We" or the "Company" or the "Registrant" formerly
Recycling  Centers  of America,  Inc.), which specializes in effective,
economical and environmentally  safe chemicals and application/processing
systems for multiple industries.

Reclamation  Consulting and Applications, Inc. is a Colorado corporation,
originally formed in 1976 under the name Vac-Tec Systems, Inc. and reorganized
as a public shell corporation  without significant assets in early 1997, after
we ceased operations  in the glass vacuum coating business.

In November of 1997, a merger transaction with Aquadynamic Technologies, Inc.
("ATI") was  completed and ATI, a Minnesota corporation, became a wholly-owned
subsidiary  of ours.   ATI had no operations of its own prior to this merger,
but conducted business through  two  wholly-owned subsidiaries, Aquatek, Inc.
("AQT")  and  Wil-Flow,  Inc., ("WFI").   WFI,  on March 8, 1999, was dissolved
as a result of the settlement  of  a lawsuit between Registrant and Jack
Williams, the former owner and President of  WFI. Under  the  terms  of  the
lawsuit settlement, WFI assigned certain  technology  and patents originally
developed for it by Williams back to Williams and paid Williams  a fee  of
$37,500, in exchange for Williams' release of all claims alleged against  the
Registrant  by Williams.  In July of 2000, Aquatek, Inc., which provided
engineering services  to  wastewater treatment and potable water treatment
facilities,  was  sold back to its management for a cash price of $57,500.00.

In  November  of 1997, We entered into a joint venture agreement with Oil Re-
Refining Company  ("ORRCO"), an Oregon corporation in order to enter the re-
refining industry, under  the  joint  venture name of Energy & Material
Recovery.  As management  became more  familiar with the oil re-refining
business, it determined that the enviromental risks  and  licensing
requirements of the industry made  it  a  far  less  attracive industry  in
which  to operate than initially anticipated.  As a result,  management decided
to and did terminate the oil re-refining joint venture in October  of  1999, and
We no longer have activities in this industry.

As  a  result of negotiations with Brody Special Projects, Inc., in December of
1999, We  acquired all of the assets and business of Brody Special Projects,
Inc.  We  were introduced to Brody Special Projects by New Logic International,
the manufacturer  of the  VSEPT  filtration technology previously marketed by
us. Brody operated  a  VSEPT test  facility based in Salt Lake City, Utah where
many of the testing  samples  were analyzed.  New Logic International, at that
time, worked with Brody Special  Projects under  a  marketing  and  sales
agreement.  This Agreemetn was non-transferable  from Brody  to RCAI.  Brody
also held an agreeement with Pall Filter Corporation for their patented PallSepT
filtration technology that we currently market and sell.

<PAGE>2

In  June  of  1999, We acquired all the assets of a business conducted by  Mr.
Bruce Selk.   Mr. Selk was originally approached by us as an individual
operating  his  own company under the fictitious name, "Sierra Technologies".
Mr. Selk's company  had  a potential  customer  base  for  the sale of the VSEPT
filtration  technology  to  the chemical  and  petroleum  industies.  He was
introduced  to  us  through  Energy  and Material  Recovery, Inc., at that time
a company owned 50% by us. As our interest  in the  vSEPT  technology  grew
stronger and management could  see  a  viable  marketing opportunity, we hired
Mr. Selk to introduce us to his potential mcustomer  base,  and we  agreed to
acquire Mr. Selk's business.  There was no pre-existing affiliation,and the
parties  dealt at arms' length in their negotiation of the terms for acquisition
of Mr. Selk's business.

Under  the  informal  agreement  with Mr. Selk, the Registrant  assumed  all  of
the liabilities  of Sierra Technologies $(82,805), and was assigned all of  the
business assets,  $64,588, including its accounts receivable and its base of
customer accounts for  brokered  chemicals.   The business customers acquired
included  NewAlta  Corp., Great  Western Chemical, HCI Holchem, Molex Company,
MIH International, Pacific Epoxy Polymer,  Destara  Chemical, Tosco, Recycle
Reuse and Mid America Distillations.   In November  of  2000, Mr. Selk left our
management team to pursue other interests.   In this connection, he took with
him his relationship based brokered chemical business.

There  was no pre-existing relationship other than arms' length business
transactions between us and Mr. Selk or Brody Special Projects, Inc. prior to
our acquisitions.

II.  BUSINESS

Our  primary business at this date is the production and sale of AlderoxT
ASA-12T and applicator systems.  ASA-12T is an asphalt/concrete release agent
that was  developed by  the  Company  in reponse to the industry's need for an
effective, economical  and environmentally friendly product.

(a)  Products and Services

      (i)  AlderoxT  ASA-12T.  The Company manufactures, sells and services
           AlderoxT ASA-12T  and proprietary applicator systems throughout the
           United  States. AlderoxT ASA-12T is a "ready to use" product that
           allows asphalt to slide easily from truck beds; and concrete to
           easily slide from molds.  We have obtained goverbnment approval from
           the Utah Department of Transportation for government use of ASA-12T
           within the State and have applied for approval in Texas, Arizona,
           Colorado, New Mexico, Nevada and California.  The Company is
           currently in the process of applying for approvals within other
           States.

           Management belileves the advantages of AlderoxT ASA-12T over its
           competitors are as follows:

          -    100% biodegradable
          -    Completely non-hazardous
          -    Easy applied (no dilution)
          -    Zero negative impact to equipment or asphalt/concrete
          -    Exclusive filming technology
          -    Proprietary applicator systems

      (ii) AlderoxT ASA-12T.  AlderoxT ASA-12T was designed for use in the
           asphalt and concrete  industries and is manufactured by and
           proprietary to Reclamation Consulting and Applications, Inc. We have
           not applied for a patent on this product and the ingredience  and
           formula are proprietary trade secrets of the company.

<PAGE>3

(b)  Marketing & Sales

     Our  marketing  program  includes  the development  of  compliance  data,
     sales materials,  product  demonstrations and daily phone leads.
     Compliance  Data  is data   performance  We  generated  from  on-site
     pilot  testing.    This   data specifically shows the characteristics of
     asphalt release from trucks  prior  to applying AlderoxT ASA-12T and after
     applying AlderoxT ASA-12T in comparison with other  competitive  products
     currently used byour potential customers.  We  also utilize  sales
     representatives nationwide, who operate under contract to  assist us  in
     locating  prospective  customers and servicing  equipment.   Reclemation
     Consulting  &  Applications,  Inc is currently in  the  process  of
     building  a national sales infrastructure.

     The Company currently works with the Utah Department of Trnsportation along
     with local  asphalt  producers  within the State of Utah.   These
     customers  operate similar  facilities throughout North America and
     represent a significant portion of  the  asphalt  market  nationally.  The
     Company has  developed  an  automated aplicator system at the request of
     one of these customers to further assist with cost  savings  and  to reduce
     potential liability created by  manually  applying product to the truck
     beds.

     Current  AlderoxT ASA-12T customers operate similar facilities  both
     nationally and internationally.  We have been providng AlderoxT ASA-12T
     within the State of Utah  with  the  intent  of providing product to our
     same customers  located  in different  states  as  we receive approval of
     our product within  those  states. Other  customers  within  the  United
     States will be  approached  through  sales representatives.

     We  have  been  conducting on-site tests at Staker Paving in Utah the  last
     six months, which has led to the design and fabrication of our automated
     drive-under applicator  system for use with AlderoxT ASA-12T by Staker
     Paving.   This  sytem was  designed  and  developed at the request of
     Staker  Paving  and  Staker  has offered the use of one of their asphalt
     trucks to perfect the design prior to on- site testing and installation.
     This customer is a producer of both asphalt  and concrete in the United
     States.

(c)  Competition

     We  compete  with over 60 other companies who have competing products,
     many  of whom are larger, with greater financial resources and larger
     organizations.

     Competition  in this industry focuses on price, quality, features,
     performance, specialization,   expertise,  reliabilty  technology,
     customer   relationships, marketing,  advertising,  sales,  publicity,
     distribution,  serving  particular market niches, and appealing to
     particiular consumers.

<PAGE>4

(d)  Raw Materials

     Our  product  is  produced by the Company using 100% natural additives, and
     no water.   The  material  formula  used in AlderoxT  ASA-12T  is
     proprietary  and exculsive to the Company.  One of the raw materials for
     the product is difficult to obtain. This raw material is purchased by the
     Company by contract from a sole service supplier.

(e)  Dependence on a Few Customers

     There  is  no  single customer that currently or in the future  is
     expected  to dominate our business.

(f)  Patents, Trademarks, Licenses, etc.

      (i)  Trade Secets, Patents and Trademarks

           We  have one (1) Trade Secret and two (2) trademarks.  Our Trade
           Secret is for  the  ingredients  and production method of our
           proprietary  product, AlderoxT ASA-12T.  Our Trademarks are both
           Alderox(TM and ASA-12T

(g)  Government Regulation

     There  are  certain  government regulations through State aprovals  for
     asphalt release  agents on a State by State basis.   Each State has their
     own  approval process  with  some more stringent than others.  This process
     is to  assure  the states   that   the  products  that  are  approved  meet
     certain  environmental regulations.   Our   customers  are  responsible
     for  compliance   with   these regulations,  and  we have not assumed any
     responsibility for  compliance  as  a provider of product to our customer.

(h)  After Market Sales Responsibility

     The  Company provices the customer with a one year equipment warranty  that
     the equipment will be free from defects in material and workmanship, etc.

(i)  Research and Development

     The  technology  and  products sold by us are in  the  early  stages  of
     market acceptance.   As  a  result, in order to accomplish  a  sale,  a
     customer  will typically require a significant research and development
     effort, in the form  of testing  and  trials.  These costs are funded in
     part by us, and expensed  as  a sales expense.

     In addition, management believes there may be additional undiscoverd
     applicatons for  the  AlderoxT ASA-12T product and our aplicator systems.
     The  company  is currently  exploring additional markets, utilizing onsite
     pilot testing.   These specific  tests  determine  the feasibility of the
     prospective  application  and allow  our engineers to select specific
     parameters and product selection.   This information   is   used  in
     preparing  sales  proposals  for   the   customer's consideration.
     Typically, We do not charge for onsite testing.

(j)  Employees

     We have seven full time employees, including two located in California, and
     five located in Utah.

<PAGE>5


  Item 2.  DESCRIPTION OF PROPERTY

    We own no real property or personal property.

                                   Facilities

     Our corporate offices are located at 23832 Rockfield Blvd., Suite 275 Lake
Forest, CA 92630.  We are under a 3-year lease agreement for the 876 square feet
offices ending April 2005.  Our monthly lease payments are $1,784.

     Our manufacturing warehouse is located at 3558 South 900 West, Salt Lake
City, UT 84104.  We are under a 5-year lease for this 12,020 square feet
warehouse ending June 2007.  Our monthly lease payments are $5,149.70.


Item 3.  LEGAL PROCEEDINGS.

Nothing to Report


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

On January 14, 2002, acting through the use of a written consent executed by
more than 50% in capital interest of the company's outstanding shares, the
shareholders approved an amendment to the company's Articles of Incorporation to
change its name to Reclamation Consulting And Applications, Inc.  On January 16,
2002 an amendment to the company's Articles of Incorporation were filed,
formally changing the company's name to Reclamation Consulting And Applications,
Inc.




                              Part II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The Company's Common Stock trades over-the-counter in the Pink Sheets
under the symbol "RCAI".  The closing sales price as of Jun 30, 2002, was $0.30.

        Set forth below is the high and low bid information for the Company's
Common Stock for each full quarterly period within the two most recent fiscal
years.



                                   High        Low        High         Low
        Period                     Bid          Bid       Ask          Ask

4th Quarter 2001/2002              0.30         0.22      0.49        0.35
3rd Quarter 2001/2002              0.55         0.28      0.83        0.55
2nd Quarter 2001/2002              0.42         0.36      0.55        0.43
1st Quarter 2001/2002              0.51         0.37      0.63        0.52

4th Quarter 2000/2001              1.03         0.50      1.56        1.06
3rd Quarter 2000/2001              1.4375       0.75      1.5625      1.002
2nd Quarter 2000/2001              0.58         0.27      0.79        0.35
1st Quarter 2000/2001              0.80         0.51      1.00        0.75

4th Quarter 1999/2000              1.2500       0.3125    1.3750      0.5313
3rd Quarter 1999/2000              0.7500       0.2500    1.0000      0.3125
2nd Quarter 1999/2000              0.9375       0.8125    1.4375      1.4375
1st Quarter 1999/2000              1.9375       0.5313    2.1875      0.9375

4th Quarter 1998/1999              0.8750       0.2500    1.0625      0.4375
3rd Quarter 1998/1999              1.00         0.5625    1.0625      0.75
2nd Quarter 1998/1999              1.75         0.6875    2.125       1.00
1st Quarter 1998/1999              2.3125       0.3125    2.50        1.0625


At March 1, 2001, the Company had approximately 645 Shareholders of record.


<PAGE>6

Item 6. MANAGEMENT DISCUSSION AND ANALYSIS JUNE 30, 2002 AND 2001

        Statement of Operations

      The  Company has incurred net losses of $1,972,523 for twelve months ended
June  30,  2002  as compared to a net loss of $1,427,205 for the  twelve  months
ended  June 30, 2001. The losses for the twelve months ended June 30,  2002  and
2001 can be attributed in part to significant costs incurred in the introduction
of  the Company's filtration technologies to the marketplace. The Company is  in
testing  with  two  large  corporations in the dairy  industry.   Management  is
optimistic  that upon successful completion, these tests will lead to contracts,
which  will  begin  to  generate  sufficient revenues  to  cover  the  Company's
operating  expenses.  In addition, the Company continues to  grow  its  chemical
business  through the introduction and sale of its proprietary product AlderoxTM
ASA-12TM.

     The revenues for the twelve months ending June 30, 2001 have been primarily
from  the  sale of recycling equipment to Dairy Farmers of America  and  Leprino
Foods.  The total revenue generated from these sales for the twelve months ended
June  30, 2001 amounted to $367,219.  The revenues for the twelve months  ending
June  30,  2002 amounting $217,677 are from engineering consulting and  chemical
sales to a more diverse base of customers and totaled $217,677.

      The  Cost of Goods Sold represents one hundred and twenty one percent (121
%)  of sales for the twelve months ending June 30, 2002 as compared to forty six
percent  (46  %)  as  of June 30, 2001. The Costs of Goods  are  not  consistent
between  years as a result of the varying sources, which created sales  revenues
in  each year; in 2001 sales were primarily from recycling equipment. There  was
only contract revenue from engineering services and chemical sales in 2002.

       Operating  expenses  consist  primarily  of  general  and  administrative
expenses.  For the twelve months ended June 30, 2002 operating expenses  totaled
$1,545,330 as compared to $1,274,797 for the twelve months ended June 30,  2001.
The  increase  in  operating  expenses between the  years  of  $270,533  can  be
primarily  attributed to the development of the Company's asphalt release  agent
AlderoxTM ASA-12TM.  Consulting fees of $250,509 were attributed to the cost  of
the  development  of  new  products and the raising of capital  to  finance  new
products.

<PAGE>7

Interest  expense  and  other finance charges increased from  $306,173  for  the
twelve  months ended June 30, 2001 to $469,076 for the twelve months ended  June
30,  2002. The increase between years can be attributed to the increase in Notes
payable between years.


Liquidity and Capital Resources

As  of  June  30, 2002 the Company had cash and cash equivalents of  $1,675.  as
compared  to cash and cash equivalents of $12,604 as of June 30, 2001.  At  June
30,   2002,  the  Company  had  a  working  capital  deficiency  (total  current
liabilities  in excess of total current assets) of $516,875. as  compared  to  a
working  capital deficit (total current liabilities in excess of  total  current
assets) of $514,071as of June 30, 2001.

The principal use of cash for the twelve months ended June 30, 2002 and 2001 was
to  fund  the  net loss from operations. The Company through a  506  D  Offering
received  additional  capital  of  $12,144  from  the  issuance  of  Convertible
Debentures  in  the  12  months  ending June  30,  2002.  The  Company  received
additional capital of $801,723 in the twelve months ended June 30, 2002 from the
private sale of common stock.

The  management  of  the Company is endeavoring to cover operating  expenses  in
excess  of  revenues of the Company until adequate sales are generated,  through
the  private sale of additional shares, but there is no insurance of success  in
such  placement. Management projects that the Company may become profitable  and
begin  to  generate sufficient cash flow to meet its monthly operating  expenses
sometime  during  the  third quarter of the current fiscal  year,  but  can  not
guarantee  this  result.  The  Company's monthly  operating  expenses  currently
average  approximately $60,000 per month.  In addition to the raising of capital
through the 506 D Offering, the company has secured an operating line of  credit
from Canvasback Company Limited in the amount of $650,000.



Item 7. FINANCIAL STATEMENTS

CONTENTS
                                                                            PAGE

Independent Auditors' Report ............................................... F-2

Balance Sheets ............................................................. F-3

Statement of Operations .................................................... F-4

Statements of Stockholders' Equity (Deficit) ............................... F-5

Statements of Cash Flows ................................................... F-6

Notes to the Financial Statements ................................... F-7 - F-16
================================================================================

<PAGE>8

INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Reclamation Consulting and Applications, Inc.

We  have  audited the accompanying balance sheet of Reclamation  Consulting  and
Applications, Inc. (formerly, Recycling Centers of America, Inc.)   (a  Colorado
corporation) and subsidiaries as of June 30, 2002 and the related statements  of
operations,  stockholders' deficit, and cash flows for the year ended  June  30,
2002.  These  financial  statements  are the  responsibility  of  the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States of America.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about whether  the  financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence supporting the amounts and disclosures in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by management, as well as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audit  provide   a
reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above present fairly,  in
all  material  respects,  the financial position of Reclamation  Consulting  and
Applications, Inc. and subsidiaries as of June 30, 2002, and the results of  its
operations  and  its cash flows for the year ended June 30, 2002  in  conformity
with accounting principles generally accepted in the United States of America.

The  Company's  financial statements are prepared using the  generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of  assets and liquidation of liabilities in the normal  course  of
business.   The  Company has a stockholders deficit incurred  due  to  recurring
losses  from operations in the years ended June 30, 2002 and 2001. These factors
as  discussed  in Note 16 to the financial statements, raises substantial  doubt
about  the Company's ability to continue as a going concern. Management's  plans
in  regard  to  these  matters are also described in  Note  16.   The  financial
statements do not include any adjustments that might result from the outcome  of
this uncertainty.

As discussed in Note 13, the 2001 financial statements have been restated.


KABANI & COMPANY, INC.

CERTIFIED PUBLIC ACCOUNTANTS
Fountain Valley, California
September 27, 2002

<page>F-2

                   RECLAMATION CONSULTING AND APPLICATION, INC.
                 (FORMERLY, RECYCLING CENTERS OF AMERICA, INC.)
                                 BALANCE SHEET
                                 JUNE 30, 2002



                                     ASSETS

<table>
<caption>

                                                                                        <c>

        CURRENT ASSETS:
                Cash & cash equivalents                                          $         1,675
                Accounts receivable                                                       72,062
                Prepaid expense                                                            8,014
                Inventory                                                                236,919
                                                                                         -------
                       Total current assets                                              318,670

        PROPERTY AND EQUIPMENT, net                                                       75,915
                                                                                         -------
                                                                                 $       394,585
                                                                                        =========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

        CURRENT LIABILITIES:
                Accrued expense                                                  $       341,603
                Note payable - shareholders                                              339,838
                Convertible loans - shareholders                                          97,000
                                                                                         --------
                        Total current liabilities                                        778,441

                Convertible loans - shareholders                                          57,104

        CONVERTIBLE DEBENTURE                                                            260,627
                                                                                        ---------
                       Total liabilities                                          $    1,096,172
                                                                                       ==========
        COMMITMENTS

        STOCKHOLDERS' DEFICIT
                Common stock, $.01 par value;
                Authorized shares 75,000,000,
                12,211,523 shares issued and outstanding                                 122,495
                Additional paid in capital                                             5,011,575
                Treasury stock                                                           (15,000)
                Shares to be issued                                                    1,050,594
                Accumulated deficit                                                  (6,871,251)
                                                                                      ----------
                    Total stockholders' deficit                                        (701,587)
                                                                                      ==========
                                                                                  $     394,585
The accompanying notes are an integral part of these financial statements.


</table>

<page>F-3
                  RECLAMATION CONSULTING AND APPLICATION, INC.
                 (FORMERLY, RECYCLING CENTERS OF AMERICA, INC.)
                            STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001


<table>
<caption>

                                                                  <c>                <c>

                                                                     2002              2001
                                                                                      (Restated)
                                                                    ---------         ----------
        Net revenue                                            $      217,677    $      367,219

        Cost of revenue                                               264,089           171,303

        Gross profit (loss)                                           (46,412)          195,916
                                                                    ----------         ---------
        Total operating expenses                                    1,234,733         1,274,797

        Loss from operations                                       (1,281,145)       (1,078,881)

        Non-operating income (expense):
                Interest expense (2001 restated)                     (500,604)         (306,173)
                Other income                                             -               97,064
                                                                    ----------        ----------
       Loss from continuing operations before income tax,          (1,781,749)       (1,287,990)
          discontinued operations & extraordinary item

        Provision for income tax                                          800               800
                                                                    ----------       -----------
        Loss from continuing operations before
            extraordinary item                                     (1,782,549)       (1,288,790)

        Discontinued operations (Note 2):
          Loss on disposal of subsidiary, net (2001 restated)            -             (138,415)
                                                                    ----------       -----------
                                                                   (1,782,549)       (1,427,205)

        Extraordinary item - Gain on settlement of debts,
                             net of  tax                               41,250              -
                                                                    ----------       -----------

        Net loss (2001 restated)                               $   (1,741,299)   $   (1,427,205)
                                                                   ===========       ===========

        Basic and diluted weighted average shares outstanding      11,641,049        10,222,815

        Basic and diluted net loss per share (2001 restated):
             Continuing operations                             $        (0.15)   $        (0.13)
                                                                   ===========       ===========
             Discontinued operations                           $          -      $        (0.01)
                                                                   ===========       ===========
             Extraordinary items                               $         0.00    $          -
                                                                   ===========       ===========
             Net loss                                          $        (0.15)   $        (0.14)
                                                                   ===========       ===========


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

</table>

<page>F-4

                  RECLAMATION CONSULTING AND APPLICATION, INC.
                 (FORMERLY, RECYCLING CENTERS OF AMERICA, INC.)
                      STATEMENTS OF STOCKHOLDERS' DEFICIT
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

<table>
<caption>

                                             <c>         <c>      <c>             <c>         <c>        <c>           <c>

                                                                                                                         Total
                                               Common stock         Additional                Stock to   Accumulated  stockholders'
                                                Number of           paid in capital Treasury   be issued    deficit     deficit
                                                  shares    Amount   (Restated)     stock     (Restated)  (Restated)   (Restated)

  Balance at June 30, 2000 (Restated)           8,380,366  $84,184   $3,067,505 $ (15,000) $     -      $(3,702,747) $ (566,058)

  Issuance of shares for cash (Restated)        1,512,941   15,129      613,132      -        414,220         -        1,042,481

  Debenture conversion  provision (Restated)       -          -         285,536      -          -                        285,536

  Net loss for the year ended June 30, 2001
  (Restated)                                       -          -            -         -          -         (1,427,205)  1,427,205)
                                                ---------  --------   ---------  ---------  ----------   ------------- ----------
  Balance at June 30, 2001 (Restated)           9,893,307   99,313    3,966,173   (15,000)    414,220     (5,129,952)   (665,246)

  Issuance of shares for cash                   1,674,395   16,744      669,985      -       (414,220)         -         272,509

  Issuance of shares for convertible loans         78,821      788       30,740      -           -             -          31,528

  Issuance of shares for service                  265,000    2,650       92,000      -           -             -          94,650

  Issuance of shares for compensation             300,000    3,000      105,000      -           -             -         108,000

  Options granted for compensation and
  services                                        147,677      -           -             -         147,677

  743,594 shares of common stock to be issued
  for cash                                          -         -            -         -        297,438          -         297,438

  1,875,000 shares of common stock to be
  issued for debt                                   -         -            -         -        708,750          -         708,750

  153,125 shares of common stock to be issued
  for services                                      -         -            -         -         44,406          -          44,406

  Net loss for the year ended June 30, 2002                                                            (1,741,299)    (1,741,299)
                                               ---------- -------- -----------  --------- ----------  -----------    -----------
  Balance at June 30, 2002                     12,211,523 $122,495  $5,011,575 $(15,000)  $1,050,594  $(6,871,251)    $ (701,587)
                                               ========== ======== =========== ========== ==========  ===========    ===========
</table>


The accompanying notes are an integral part of these financial statements.
<page>F-5


                  RECLAMATION CONSULTING AND APPLICATION, INC.
                 (FORMERLY, RECYCLING CENTERS OF AMERICA, INC.)
                            STATEMENTS OF CASH FLOWS
                  FOR THE YEARS  ENDED JUNE 30, 2002 AND 2001
<table>
<caption>

                                                                         <c>           <c>



                                                                           2002           2001
                                                                                        (Restated)
                                                                         ----------    -----------
       CASH FLOWS FROM OPERATING ACTIVITIES:
                Net loss                                                $(1,741,299)  $ (1,427,205)
                Adjustments to reconcile net loss to net cash used in
                  operating activities:
                     Depreciation and amortization                            8,000         30,000
                     Issuance of shares for services and compensation       202,650           -
                     Issuance of shares for convertible loans                31,528           -
                     Option granted for compensation and services           147,677           -
                     Debenture conversion provision
                     Shares to be issued for services                        44,406           -
                     Loss on disposal of subsidiary
                     Gain on settlement of debts                            (41,250)          -
                     (Increase) / decrease in current assets:
                             Accounts receivable                            109,717        (35,374)
                             Inventory                                     (165,791)       (23,394)
                             Other assets                                     4,306         (2,427)
                     Increase / (decrease) in current liabilities:
                             Accounts payable and accrued expense          (189,496)           645
                                                                         -----------     ---------
                     Total adjustments                                      151,747        393,401
                                                                         -----------    ----------
                Net cash used in operating activities                    (1,589,552)    (1,033,804)

        CASH FLOWS FROM INVESTING ACTIVITIES
                     Acquisition of equipment                               (61,850)
                     Conversion of equipment                                   -           117,095
                                                                         -----------    ----------
                Net cash provided by (used in) investing activities         (61,850)       117,095
                                                                         -----------    ----------
        CASH FLOWS FROM FINANCING ACTIVITIES:
                     Aquatek sale to management                                -          (138,415)
                     Pall financing of equipment sales                         -           128,277
                     Proceeds/(payments) of convertible debenture            12,144        (67,375)
                     Proceeds/(payments) of shareholder loans               873,302        (41,226)
                     Proceeds from other loans                              185,080           -
                     Cash received for shares to be issued                  297,438           -
                     Common stock issuance for cash                         272,509      1,042,481
                                                                          ----------    ----------
                Net cash provided by financing activities                 1,640,473        923,742
                                                                          ----------    -----------

        NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                  (10,929)         7,033

        CASH & CASH EQUIVALENTS, BEGINNING BALANCE                           12,604          5,571
                                                                          ----------    -----------

        CASH & CASH EQUIVALENTS, ENDING BALANCE                         $     1,675     $    12,604
                                                                         ===========    ===========

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

</table>

<page>F-6
                 RECLAMATION CONSULTING AND APPLICATIONS, INC.
                 (FORMERLY, RECYCLING CENTERS OF AMERICA, INC.)
                          NOTES TO FINANCIAL STATEMENTS

1.     ORGANIZATIONS AND DESCRIPTION OF BUSINESS

Reclamation  Consulting and Applications, Inc. (formerly, Recycling  Centers  of
America,  Inc.) (the "Company") is a Colorado corporation, originally formed  in
1976  under the name of Vac-Tech Systems, Inc. The Company changed its  name  to
Recycling  Centers of America on March 26, 1999.  On January 16, 2002,  articles
of  amendment  was  filed  to  change the name  of  corporation  to  Reclamation
Consulting and Applications, Inc. The Company as of June 30, 1998 had  a  wholly
owned subsidiary Aquadynamic Technologies, Inc. (ATI). ATI had two subsidiaries,
Aquatek, Inc. and Wil-Flow, Inc. Wil-flow, Inc., on March 8, 1999, was dissolved
and  the  patents  on  the  technology were returned to  its  former  owner  and
president  as  a result of the resolution of a lawsuit between the  parties.  In
July of 2000, Aquatek, Inc., was sold back to its management for a cash purchase
price of $57,500.

Presently,  the Company's primary business is production and sale  of  AlderoxTM
ASA-12TM and applicator systems.  ASA-12TM is an asphalt/concrete release  agent
that  was  developed by the Company in response to the industry's  need  for  an
effective, economical and environmentally friendly product.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A  summary of the Company's significant accounting policies consistently applied
in  the  preparation  of  the  accompanying  consolidated  financial  statements
follows:

Cash and cash equivalents

The Company considers all liquid investments with a maturity of three months  or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

Accounts Receivable:

The  Company's  customer base consists of a geographically  dispersed  customers
base.  The  Company maintains reserves for potential credit losses  on  accounts
receivable.  Management  reviews  the composition  of  accounts  receivable  and
analyzes   historical  bad  debts,  customer  concentrations,  customer   credit
worthiness, current economic trends and changes in customer payment patterns  to
evaluate  the adequacy of these reserves. Reserves are recorded primarily  on  a
specific identification basis.

Inventories

Inventories,  comprising mostly of finished goods, are stated at  the  lower  of
cost (first-in, first-out method) or market.

<page>F-7

Property & Equipment

Property  and  equipment  is  carried  at cost.  Depreciation  of  property  and
equipment  is  provided  using the straight-line method  for  substantially  all
assets with estimated lives of three to seven years.

Expenditures for maintenance and repairs are charged to expense as incurred.

Income taxes

The Company and its wholly owned subsidiaries are organized as C-corporations.

The  Company does not file consolidated tax returns and the subsidiary Companies
have  not  filed tax returns since 1999. The Company accounts for  income  taxes
under Statement of Financial Accounting Standards No. 109 (SFAS 109). Under SFAS
109,  deferred  income taxes are reported using the liability method.   Deferred
tax  assets are recognized for deductible temporary differences and deferred tax
liabilities  are  recognized  for  taxable  temporary  differences.    Temporary
differences  are  the  differences between the reported amounts  of  assets  and
liabilities and their tax bases.  Deferred tax assets are reduced by a valuation
allowance  when, in the opinion of management, it is more likely than  not  that
some  portion or all of the deferred tax assets will not be realized.   Deferred
tax  assets and liabilities are adjusted for the effects of changes in tax  laws
and rates on the date of enactment.

Revenue Recognition

The  Company  recognizes  its  revenue in accordance  with  the  Securities  and
Exchange  Commissions  ("SEC")  Staff  Accounting  Bulletin  No.  101,  "Revenue
Recognition  in  Financial Statements" ("SAB 101"). Revenue is  recognized  when
merchandise is shipped to a customer.

Principles of Consolidation

The  consolidated financial statements include the accounts of Company  for  the
fiscal  year  2002  and accounts of the Company and its subsidiary,  Aquadynamic
Technologies, Inc. and its wholly owed subsidiaries Aquatek, Inc. for the fiscal
year  2001.  All  material  inter-company balances  and  transactions  including
investments in subsidiaries have been eliminated.

Using Estimates

In   preparing  financial  statements  in  conformity  with  generally  accepted
accounting  principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent  assets and liabilities at the date of the financial  statements  and
revenues and expenses during the reporting period.  Actual results could  differ
from those estimates.

<page>F-8

Fair Value of Financial Instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of  financial  instruments, requires that the Company  disclose  estimated  fair
values of financial instruments. The carrying amounts reported in the statements
of  financial position for current assets and current liabilities qualifying, as
financial instruments are a reasonable estimate of fair value.

Earnings per share

Net  loss  per share is calculated in accordance with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per  share".  Basic  net
loss  per  share  is  based upon the weighted average number  of  common  shares
outstanding.  Diluted  net loss per share is based on the  assumption  that  all
dilutive  convertible  shares  and stock options were  converted  or  exercised.
Dilution  is computed by applying the treasury stock method. Under this  method,
options and warrants are assumed to be exercised at the beginning of the  period
(or  at  the time of issuance, if later), and as if funds obtained thereby  were
used to purchase common stock at the average market price during the period.

Weighted  average  number of shares used to compute basic and diluted  loss  per
share  is  the  same in this financial statements since the effect  of  dilutive
securities is anti-dilutive.

Stock-based compensation

In  October  1995,  the  FASB issued SFAS No. 123, "Accounting  for  Stock-Based
Compensation".  SFAS No. 123 prescribes accounting and reporting  standards  for
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value method
or  (ii) using the existing accounting rules prescribed by Accounting Principles
Board  Opinion No. 25, "Accounting for stock issued to employees" (APB  25)  and
related  interpretations  with  pro forma disclosure  of  what  net  income  and
earnings  per share would have been had the Company adopted the new  fair  value
method. The company uses the intrinsic value method prescribed by APB25 and  has
opted for the disclosure provisions of SFAS No.123.

Issuance of shares for service

The Company accounts for the issuance of equity instruments to acquire goods and
services based on the fair value of the goods and services or the fair value  of
the  equity  instrument  at  the time of issuance, whichever  is  more  reliably
measurable.

<page>F-9

Segment Reporting

Statement  of  Financial Accounting Standards No. 131 ("SFAS 131"),  "Disclosure
About  Segments of an Enterprise and Related Information" requires  use  of  the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for  making  operating decisions and assessing performance. Reportable  segments
are  based  on  products  and services, geography, legal  structure,  management
structure,  or  any  other manner in which management disaggregates  a  company.
Currently,  SFAS  131  has  no  effect on the Company's  consolidated  financial
statements as substantially all of the Company's operations are conducted in one
industry segment.

Recent Pronouncements

On  July  20,  2001, the FASB issued SFAS No. 141, "Business Combinations,"  and
SFAS  No.  142,  "Goodwill and Other Intangible Assets." These  statements  make
significant  changes to the accounting for business combinations, goodwill,  and
intangible assets.

SFAS No. 141 establishes new standards for accounting and reporting requirements
for  business  combinations  and  will  require  that  the  purchase  method  of
accounting be used for all business combinations initiated after June 30,  2001.
Use  of  the  pooling-of-interests method will be prohibited. This statement  is
effective for business combinations completed after June 30, 2001.

SFAS  No.  142  establishes new standards for goodwill acquired  in  a  business
combination  and  eliminates amortization of goodwill  and  instead  sets  forth
methods to periodically evaluate goodwill for impairment. Intangible assets with
a  determinable useful life will continue to be amortized over that period. This
statement became effective from January 1, 2002.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards ("SFAS") No.  143,  "Accounting  for  Asset
Retirement  Obligations". SFAS 143 addresses financial accounting and  reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002.

SFAS  No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was  issued in August 2001. SFAS No. 144 is effective for fiscal years beginning
after  December 15, 2001, and addresses financial accounting and  reporting  for
the  impairment or disposal of long-lived assets. This statement supersedes SFAS
No.  121  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to Be Disposed Of," and the accounting and reporting provisions  of  APB
Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects  of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.

The  Company does not expect that the adoption of above pronouncements will have
a material effect on its earnings or financial position.

In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
145").  SFAS  145  rescinds the automatic treatment  of  gains  or  losses  from
extinguishments  of  debt as extraordinary unless they  meet  the  criteria  for
extraordinary items as outlined in APB Opinion No. 30, Reporting the Results  of
Operations,  Reporting the Effects of Disposal of a Segment of a  Business,  and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions.  SFAS
145 also requires sale-leaseback accounting for certain lease modifications that
have  economic effects that are similar to sale-leaseback transactions and makes
various technical corrections to existing pronouncements. The provisions of SFAS
145 related to the rescission of FASB Statement 4 are effective for fiscal years
beginning  after  May  15,  2002,  with early  adoption  encouraged.  All  other
provisions  of SFAS 145 are effective for transactions occurring after  May  15,
2002,  with  early  adoption encouraged. The Company does  not  anticipate  that
adoption  of  SFAS 145 will have a material effect on our earnings or  financial
position.

<page>F-10

In  June  2002,  the FASB issued SFAS No. 146 " Accounting for Costs  Associated
with exit or Disposal Activities." This Statement addresses financial accounting
and  reporting  for  costs  associated with  exit  or  disposal  activities  and
nullifies   Emerging  Issues  Task  Force  (EITF)  Issue  No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including Certain Costs Incurred in a Restructuring)." This Statement
requires  that  a  liability for a cost associated  with  an  exit  or  disposal
activity  be  recognized  when the liability is incurred.  Under  Issue  94-3  a
liability for an exit cost as defined, was recognized at the date of an entity's
commitment  to  an exit plan. The Company does not anticipate that  adoption  of
SFAS 146 will have a material effect on our earnings or financial position.


3.    ACCOUNTS RECEIVABLE

All  accounts  receivable are trade related. These receivables are  current  and
collection  is fully expected. No reserve for uncollectable accounts  is  deemed
necessary.

4.    PROPERTY AND EQUIPMENT

Property and Equipment consisted of the following at June 30, 2002:

Property and Equipment consisted of the following at June 30, 2002:

                                                                  2002
                                                                -------
        Computers and Office Equipment                        $  41,834
        Test Equipment                                           82,207
                                                                -------
                                                                124,041

        Less accumulated depreciation                           (48,126)
                                                                -------
        Balance                                               $  75,915
                                                                =======

Depreciation  expense was $8,000 and  $30,000 for the year ended June  30,  2002
and 2001.

5.    NOTES PAYABLE - SHAREHOLDERS

Notes payable consisted of the following at June 30, 2002:


Loan Payable to Shareholders bearing
interest rate of 10 % payable in restricted
stock of the Company, unsecured and payable on demand         $ 115,763

Loan Payable to shareholder non-interest
bearing, paid back on 7/1/02                                     25,000

Note Payable to Pall Filter, non-interest
bearing, settled in July, 2002                                  199,075
                                                                -------
                                        Total                 $ 339,838
                                                                =======

<page>F-11

6.   CONVERTIBLE LOANS-SHAREHOLDERS

The  Company has loans amounting $57,104 convertible to restricted common  stock
at  $.45  per  share.  The loans bear interest at ten percent  (10%)  per  annum
payable  semi annually beginning January 15, 2002. The term of the loans  are  3
years  and  has been classified as long tern loans in the financial  statements.
All  investor received one share at inception of the loan. The Company  recorded
$22,842 for 57,104 shares issued as interest expense.

The  Company  has  a loan amounting $17,000 convertible in to restricted  common
stock  at  $.40 per share. The loan bears interest at twelve percent  (12%)  per
annum.  The term of the loan was 30 days. Subsequent to the year ended June  30,
2002, the loan was converted in to 42,500 common stock of the Company.

The  Company has a loan amounting $80,000 convertible to restricted common stock
at  $.40 per share. The loans bear interest at ten percent (10%) per annum.  The
loan  was  due  in  two  lump-sum payments at 90 days  and  180  days  from  the
investment  date.  Subsequent to the year ended June  30,  2002,  the  loan  was
converted in to 200,000 common stock of the Company.

7.   RELATED PARTY TRANSACTIONS

Certain of the Company's major shareholders have loaned money to the Company  at
various  times.  These loans bear interest at ten percent (10%) per  annum.  The
Company  converted $750,000 of these notes out of total notes of $865,763,  into
common stock during the fiscal year 2002. The shares were not issued as of  June
30, 2002 and therefore have been classified as shares to be issued for $708,750.
The  shares have been valued at the market price at the time of conversion.  The
conversion resulted in a gain of $41,250 to the Company.

8.   COMMITMENTS

The  Company  conducts its operations utilizing leased facilities and  equipment
under  noncancellable  operating  lease agreements  expiring  at  various  dates
through  the  year  2007. Future minimum lease commitments,  excluding  property
taxes and insurance, are approximately as follows:

                              Year ending June 30,
                              --------------------

                                2003   $  61,676
                                2004      73,195
                                2005      59,598
                                2006      61,386
                                2007      57,814
                                ----------------
                                Total  $ 313,669

Rent  expenses for all leased facilities and equipment were $28,921 and  $24,590
for the year ended June 30, 2002 and 2001, respectively.

<page>F-12

9.    MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK

The  majority of the Sales in 2002 and 2001 are to a few customers.  At June 30,
2002,  the  total sale to four major customers was $146,249 and  the  receivable
balance from these major customers was $36,536. In fiscal year 2001, the largest
one   customer  comprised  approximately  $144,276  of  the  Company's  accounts
receivable.    Management  believes  that  customer  acceptance,  billing,   and
collection   policies  are  adequate  to  minimize  potential  risk   on   trade
receivables.

10.   ACQUISITION OF SIERRA TECHNOLOGIES

On  June  1, 1999 the Company purchased Sierra Technologies, Inc whose  business
includes  purchasing, treatment and brokerage of chemical and petroleum products
throughout  North America. The net purchase price was $22,299, which  represents
the  difference between the amount owed to Sierra Technologies vendors  and  the
Accounts  Receivable due from its customers. In September 2000 the President  of
Sierra  Technologies,  Inc.  resigned as Chief Executive  Officer  of  Recycling
Centers  of  America,  Inc. to pursue other interests.  He  took  with  him  his
relationship based brokered chemical business. The financial statements for  the
year ended June 30, 2002 and 2001 do not show any asset or operation from Sierra
Technologies, Inc.

11.     INCOME TAXES

No  provision was made for Federal income tax since the Company has  significant
net  operating loss carryforwards.  Through June 30, 2002, the Company  incurred
net  operating  losses for tax purposes of approximately  $6,800,000.   The  net
operating  loss carryforwards may be used to reduce taxable income  through  the
year 2017. Net operating loss for carryforwards for the State of California  are
generally  available  to  reduce  taxable income  through  the  year  2007.  The
availability  of the Company's net operating loss carryforwards are  subject  to
limitation  if  there is a 50% or more positive change in the ownership  of  the
Company's  stock. The provision for income taxes consists of the  state  minimum
tax imposed on corporations.

Temporary differences which give rise to deferred tax assets and liabilities  at
June  30, 2002 comprised of depreciation and amortization and net operating loss
carry  forward.  The gross deferred tax asset balance as of June  30,  2002  was
approximately  $2,720,000.   A  100% valuation allowance  has  been  established
against  the  deferred tax assets, as the utilization of the loss carrytforwards
cannot reasonably be assured.

The  following is a reconciliation of the provision for income taxes at the U.S.
federal  income  tax  rate  to the income taxes reflected  in  the  Consolidated
Statements of Operations:

                                                      June 30,    June 30,
                                                        2002        2001
                                                      -------      ------
Tax expense (credit) at statutory rate-federal           (34)%       (34)%
State tax expense net of federal tax                     ( 6)        ( 6)
Permanent differences                                      1           1
Changes in valuation allowance                           (39)        (39)
                                                      -------      ------
Tax expense at actual rate                                 -           -
                                                      =======      ======

<page>F-13

12.   CONVERTILBE DEBENTURES

The  Company through a 506 D Securities Offering has solicited investment funds.
The  Convertible Debentures bear interest at ten percent (10%) per annum payable
annually  and  are convertible into restricted common shares of the  Company  at
$.40  cents per share. The Company has the right to change the conversion  price
of  the  debentures.  The Debentures are unsecured and are due  and  payable  by
December 31, 2005.

13.   PRIOR PERIOD ADJUSTMENTS

Subsequent  to  the issuance of the Company's consolidated financial  statements
for  the  year  ended  June  30,  2001,  the  Company  determined  that  certain
transactions and presentation in the financial statements had not been accounted
for properly in the Company's financial statements. The Company's 2001 financial
statements have been restated to correct errors as follows:

      (1) The failure to record the debenture conversion provision of $285,536.

      (2) The failure to include the loss on disposal of a subsidiary amounting
$138,415 in the income statement.

      (3) Incorrect recording of stock to be issued amounting $414,220.

The effect of the correction of these errors is as follows:


                                              AS PREVIOUSLY            AS
    Year ended June 30, 2001                     REPORTED           RESTATED

    STATEMENT OF SHAREHOLDERS' DEFICIT
      Accumulated deficit:                    $ (4,844,416)      $ (5,129,952)
      Additional paid-in capital              $          -       $  3,966,173
      Common stock                            $  4,193,790       $     98,933
      Stock to be issued                      $          -       $    414,220

    STATEMENT OF OPERATIONS:
      Interest expense                        $     20,637       $    306,173
      Loss on disposal of subsidiary          $          -       $    138,415
      Net loss                                $  (1003,254)      $ (1,427,205)

<page>F-14

14.      STOCKHOLDERS' EQUITY

Common Stock:

During the fiscal year 2002, the Company issued 1,674,395 shares of common stock
for  cash amounting $686,729 (including $414,220 which was received in 2001  and
has been reflected as to be issued in the financial statements at June 30, 2001)
and  78,821  shares  of common stock for interest and loan incentives  amounting
$31,528.

The  Company  issued 265,000 shares of common stock for services in fiscal  year
2002  for  services  amounting $94,650 and 300,000 shares of  common  stock  for
compensation amounting $108,000.

The  Company  issued  1,512,941 shares for cash amounting  $628,261  during  the
fiscal  year 2001. The Company received cash of $414,220 for shares to be issued
as of June 30, 2001.

The  Company  received  cash of $297,438 for 743,594 shares  to  be  issued  and
consulting expenses of $44,406 were recorded for 153,125 shares to be issued  in
the fiscal year 2002.

The Company converted $750,000 notes from a related party to 1,875,000 shares of
common stock to be issued in the year ended June 30, 2002 (note 7).

Stock Options:

The number and weighted average exercise prices of options granted by the
Company are as follows:

                                               Options        Outstanding
                                                Number         Weighted
                                                  of           Average
                                               Options         Exercise
                                                                Price
                                              ---------       --------
     Options outstanding June 30, 2001                -              -
     Granted during the year                  8,083,958         $ 0.40
     Exercised                                        -              -
     Expired/forfeited                         (528,750)         (0.40)
                                              ---------       --------
     Outstanding June 30, 2002                7,555,208         $ 0.40
                                              =========       ========
<page>F-15

The  weighted  average  remaining life of options  outstanding  is  3.59  years.
Options exercisable and their weighted average exercise price are 5,405,208  and
$0.40 respectively. The weighted average grant date exercise price was $0.40 and
the weighted average grant date fair value of all options granted was $0.39. The
weighted  average fair value of options granted whose exercise price  was  equal
to,  exceeded or was less than the grant date stock price was  $.19, $  .25  and
$.04, respectively.

The  Company granted options to various consultants for services rendered. These
options were accounted for using the fair value of the options granted based  on
the  Black-  Scholes  option-pricing model.  The  Company  recorded  $42,675  as
consulting expense.

The  Company  accounts for stock based compensation to employees  under  APB  25
using the intrinsic value method.

Pro  forma  information regarding the effect on operations is required  by  SFAS
123,  and  has been determined as if the Company had accounted for its  employee
stock  options  under  the  fair  value method  of  that  statement.  Pro  forma
information  using the Black-Scholes method at the date of grant  based  on  the
following assumptions:

          Expected life (years)             1-5 years
          Risk-free interest rate                5.0%
          Dividend yield                            -
          Volatility                              0.5

Proforma  information  regarding net loss and loss per share,  pursuant  to  the
requirements  of  FASB 123 for the years ended June 30, 2002  and  2001  are  as
follows:

                                              2002
                                   ------------------------
                                   Historical      Proforma
                                   ----------      --------

        Net loss                $   1,741,299    $ 1,973,075
                                    ---------      ---------
        Net loss per share -
          basic and diluted     $        (.15)   $      (.17)
                                    ---------      ---------

In  addition, the Company granted 1,875,000 options to a lender as an  incentive
to convert its loan in common stock. The company recorded $375,000 as additional
interest  expense  on the loan. The Company also granted an option  to  purchase
100,000  shares  to  the same lender in connection with a line  of  credit.  The
company   recorded   additional  interest  of  $13,000.  The  interest   expense
represented the fair value of the options granted based on assumptions described
above.

<page>F-15

15.     SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The  Company prepares its statements of cash flows using the indirect method  as
defined under the Financial Accounting Standard No. 95.

The  Company paid income taxes of $0 and interest of $23,148 during  the  fiscal
year  2002.  The Company paid income taxes of $0 and interest of $0  during  the
fiscal year 2001.

Supplemental disclosure of non-cash investing and financing activities:

The  cash  flow  statements do not include following non-cash  investing  and
financing activities:

During  the  fiscal year 2002, the Company recorded 1,875,000 shares  of  common
stock for debt settlement valued $708,750 for stock to be issued.

The  Company  issued 78,821 shares of common stock for incentives on convertible
loans in fiscal year 2002 amounting $31,528.

The  Company  issued 265,000 shares of common stock for services in fiscal  year
2002  for  services  amounting $94,650 and 300,000 shares of  common  stock  for
compensation amounting $108,000.

The Company recorded for 153,125 shares to be issued in the fiscal year 2002 for
consulting expenses of $44,406.

16.   GOING CONCERN

The  accompanying  financial  statements have been prepared  assuming  that  the
Company  will continue as a going concern. This basis of accounting contemplates
the recovery of the Company's assets and the satisfaction of its liabilities  in
the  normal course of business. Through June 30, 2002, the Company had  incurred
cumulative  losses  of  $6,871,251  including  net  losses  of  $1,741,299   and
$1,427,205 for the fiscal years 2002 and 2001. The Company had negative  working
capital  of  $459,771  at June 30, 2002. The continuing  losses  have  adversely
affected the liquidity of the Company.

In view of the matters described in the preceding paragraph, recoverability of a
major  portion  of the recorded asset amounts shown in the accompanying  balance
sheet  is dependent upon continued operations of the Company, which in  turn  is
dependent  upon  the  Company's  ability to  raise  additional  capital,  obtain
financing and to succeed in its future operations.  The financial statements  do
not include any adjustments relating to the recoverability and classification of
recorded  asset amounts or amounts and classification of liabilities that  might
be necessary should the Company be unable to continue as a going concern.

Management  has taken the following steps to revise its operating and  financial
requirements, which it believes are sufficient to provide the Company  with  the
ability to continue as a going concern.  Management devoted considerable  effort
during  the period ended June 30, 2002, towards (i) obtaining additional  equity
financing  (ii) controlling of salaries and general and administrative  expenses
(iii) management of accounts payable and (iv) evaluation of its distribution and
marketing methods.


17.   SUBSEQUENT EVENTS

The Company issued 2,239,180 shares of common stock subsequent to June 30, 2002.
743,594  shares  were  issued for cash amounting $297,438, 916,146  shares  were
issued  for  services amounting $265,682 and 579,440 shares of common  stock  in
conversion of debt amounting $231,776.

<page>F-16



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

On July 8, 2002, Stuart Rubin, the Company's outside independent accountant was
dismissed by the Company.  Stuart Rubin's opinion for the Company's fiscal year
ended June 30, 2001, contained a qualification that the Company continues to do
business.

On July 8, 2002, the Company retained Kabani & Company, Inc. as its new outside
independent accountant.  The decision to change accountants was made by
unanimous decision of the Company's Board of Directors.

There was no disagreement by the Company with the former outside independent
accountant.


                                  PART III

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


        The names, ages and positions of the directors and executive officers
of the Company as of  June 30, 2000, are as follows:

NAME                     AGE     POSITION                         SINCE
---------------------------------------------------------------------------
Michael C. Davies       32       Chief Financial Officer,        Dec. 1997
                                 Vice President and a Director

Gordon W. Davies        33      President and a Director         Dec. 1997

        The Directors serve until the next annual meeting of shareholders, or
until their successors are elected.

<PAGE>9

MR. MICHAEL C. DAVIES

        From 1988 to 1991 Mr. Davies was the Owner/Manager of Fuel Oil
Polishing Company located in Vancouver, British Columbia, Canada.  Mr. Davies'
company was in the sales, marketing and project management of fuel oils
polishing within the Province of British Columbia.

        From 1991 to 1993 he was an Accounts Executive with Innovative
Environmental Services, Ltd. in Vancouver, a company in the business of sales
and marketing of wastewater treatment equipment.

        From 1993 to 1994 he was the Marketing Manager for Transenviro, Inc.,
located in Irvine, California.  Transenviro is an international supplier of
wastewater treatment equipment and process design engineering.

        From 1994 to 1996 Mr. Davies was the Marketing Manager for Babcock
King-Wilkinson, LP, Irvine, California, a wastewater treatment business.

        From 1996 to 2000 Mr. Davies has held the positions of Vice
President and a Director for Aquadynamic Technologies, Inc. and Aquatek, Inc.,
which is a wholly owned subsidiary of Aquadynamic Technologies.  Aquadynamic
Technologies, Inc. was acquired by Registrant and became Registrant's wholly-
owned subsidiary in November of 1997.

        From 1996 to 1998 Mr. Davies held the position of Vice President,
Sales/Director for Wil-Flow, Inc., the sole supplier of its patented RGD
(Rapid Gravity Dewatering) wastewater sludge dewatering system.

        From 1997 to the present, Mr. Davies has been the Vice President,
Chief Financial Officer and a Director.  Mr. Davies is the brother of Gordon
Davies.

<PAGE>10

MR. GORDON W. DAVIES

        From 1991 to 1994 Mr. Davies was an Accounts Executive for Innovative
Environmental Services, Ltd., located in Vancouver, British Columbia, which is
a company in the business of wastewater treatment equipment.

        From 1993 to 1993 he held a Sales Manager position at Transenviro,
Inc. in Irvine, California.  From 1994 to 1996, Mr. Davies was the
Sales/Marketing & Proposals Manager for Babcock King-Wilkinson, LP in Irvine,
California, and in 1996 he was the acting CEO for this company.  Babcock King-
Wilkinson, LP is in the business of process design/engineering and equipment
supply operations on a worldwide basis.

        From 1996 to 2000  Mr. Davies has been the President and a
Director of Aquadynamic Technologies, Inc.  He is also a Director of Aquatek,
Inc., the wholly-owned subsidiary of Aquadynamic Technologies, Inc.  Aquatek,
Inc. is an engineering design house and supplier of computer-automated process
and motor control systems for water and wastewater treatment systems.

        From 1996 to 1998 Mr. Davies was the General Manager of Wil-Flow, Inc.

        From 1997 to the present, Mr. Davies has held the position of
President and a Director  for us.  Gordon Davies is the brother of Michael
Davies.



Section 16(a) Beneficial Ownership Reporting Compliance

The Company has received no filings under Section 16(a) of the Securities
Exchange Act of 1934, and is unable to determine if forms were filed on a
delinquent basis or are missing.


<PAGE>11

ITEM 10. EXECUTIVE COMPENSATION

Director Compensation

The following table reflects compensation paid or accrued during the indicated
fiscal years, which end on June 30th of the indicated year with respect to
compensation paid or accrued by Reclamation Consulting And Applications, Inc.

                           SUMMARY COMPENSATION TABLE


        ----------------------------              -----------------------
           Annual Compensation                     Long Term Compensation
       -----------------------------              ----------------------
 <table>
 <caption>
 
            <c>       <c>        <c>           <c>         <c>           <c>           <c>       <c>

 Name                                              Annual     Restricted                            All Other
 and            Year                               Compen-      Stock       Underlying     LTIP      Compen-
 Principal      Ending    Salary      Bonus        sation       Award(s)     Options/     Payouts    sation
 Position       6/30       ($)         ($)           $            ($)        SARs (#)       ($)        ($)
 --------       -----     -------    -------        ------     ----------    ----------    -------   ---------
  Gordon       2002      $135,200          0          0          150,000      950,000           0          0
  Davies,      2001      $ 93,000          0          0                          0              0          0
  Pres.        2000      $ 81,000          0          0                          0              0          0
               1999      $ 60,000    $60,000          0                       750,000           0          0
               1998      $ 60,000          0          0                          0              0          0


 Michael       2002      $135,200          0          0          150,000      950,000            0         0
 Davies,       2001      $ 93,000          0          0                          0               0         0
 CFO.          2000      $ 81,000          0          0                          0               0         0
               1999      $ 60,000    $60,000          0                       750,000            0         0
               1998      $ 60,000          0          0                          0               0         0
 </table>


The Company's two principal officers, Gordon Davies, Chief Executive Officer and
a  Director, and Michael Davies, Chief Financial Officer, Vice President and a
Director, entered into new Employment Agreements, commencing January 1, 2002,
and  having a three year term.  The Employment Agreements are identical, and
provide for a base  salary of $135,200 for the first year.  If the Company
realizes a minimum net profit for its 12 months ended December 31, 2003 of
$250,000 or more, base compensation increases by 20% effective as of the
beginning of the second twelve months of the Contract.  If the Company realizes
a net profit of at least $250,000 over the 12 months ended December 31, 2004,
the base compensation increases by an additional 20% over the preceding year's
compensation.

In addition, the Employment Agreements provide for bonuses on a sliding scale
based on the Company realizing net profits each fiscal year.  A bonus equal to
10% of the base salary will be paid in any fiscal year in which net profits
equal or exceed $250,000.  This percentage increases on a sliding scale as net
profits in any fiscal year over the three year contract term increase above
$500,000, with a bonus equal to 100% of base salary to be paid if the Company in
any fiscal year realizes a net income of $2,500,000 or more.

<PAGE>12

In  addition, the Employment Contract grants each employee an additional 950,000
options to acquire the Company's common stock.  These options are combined with
550,000 pre-existing options granted under previous contracts with each employee
and  reallocated under new vesting terms. Under these terms, for each employee,
500,000 shares vest on January 15, 2002, 500,000 shares vest on January 15,
2003, and 500,000 shares vest on January 15, 2004.  The option exercise price is
$.40 per share.

These Agreements have noncompete provisions and various other provisions,
including a death disability benefit of 3 months' pay plus 3 months' benefits.
Copies of each of these Employment Agreements with each executive officer are
attached hereto as Exhibits and by this reference incorporated herein.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the common stock (including common stock acquirable within 60 days
pursuant to options, warrants, conversion privileges or other rights) of the
company as of June 30, 2002 (i) by each of the Company's directors and executive
officers, (ii) all executive officers and directors as a group, and (iii) all
persons known by the Company to own beneficially more than 5% of the common
stock.  All persons listed have sole voting and investment power over the
indicated shares unless otherwise indicated.

Name                          Shares
----                         -----------
Michael Davies                1,025,807
Gordon Davies                 1,017,400
Kurt Baum                     2,080,000
Gerald Fuller                 1,300,000
Canvasback Company Limited    5,050,000
                              ==========
All Officers and Directors    10,473,207
As a Group

The address for Mr. Michael Davies is 23832 Rockfield Blvd. Suite 275 Lake
Forest, CA 92630

The address for Mr. Gordon Davies is 23832 Rockfield Blvd. Suite 275 Lake
Forest, CA 92630

The address for Mr. Kurt Baum is 680 S. Ayon Avenue, Azusa, CA 91702

The address for Mr. Gerald Fuller is 25001 Sugar Pine Drive Pioneer, CA 95666

The address for Canvasback Company Limited is Hannah - Waver House The Valley,
Anguilla, BWI


<PAGE>13

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Nothing To Report





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

(a) The following exhibits are being filed herewith.

         3.1   Amendment of the Articles of Incorporation of Recycling Centers
               of America, Inc., changing the name of the corporation to
               Reclamation Consulting And Applications, Inc.

        10.1   Management contract for Mr. Gordon Davies

        10.2   Management Contract For Mr. Michael Davies

(b) Reports on Form 8-K. Date of Report: July 8, 2002

        Item 4.  Changes in Registrant's Certifying Accountant

           On July 8, 2002 the Registrant engaged Kabani & Company, Inc.,
   Certified Public Accountants, as the Registrant's independent accountants to
   report on the Company's consolidated balance sheet as of June 30, 2002, and
   the related consolidated statements of income, stockholders' equity and cash
   flows for the year then ended. The decision to appoint Kabani & Company, Inc.
   was approved by the Registrant's Board of Directors.

           The Registrant dismissed Stuart Rubin as its auditors effective July
   8, 2002. Stuart Rubin served as the Registrant's independent auditors' for
   the Registrant's fiscal year ended June 30, 2001 and 2002, as well as for
   previous periods. Stuart Rubin's report on the Registrant's consolidated
   financial statements for the registrant's fiscal years June 30, 2001 and 2000
   (the "Reports") do not contain an adverse opinion or disclaimer of opinion
   and were not qualified or modified as to uncertainty, audit scope or
   accounting principles, however, they were modified to include an explanatory
   paragraph wherein they expressed substantial doubt about the Registrant's
   ability to continue as a going concern.

<PAGE>14

           During the Registrant's fiscal year ended June 30, 2001 and 2000, and
   during the period from July 1, 2002 until Stuart Rubin's dismissal, there
   were no disagreements with Stuart Rubin within the meaning of item 304 of
   regulation S-B or any matter of accounting principles or practices, financial
   disclosure, or auditing scope or procedure, which disagreements if not
   resolved to Stuart Rubin's satisfaction, would have caused Stuart Rubin to
   make reference to the subject matter of the disagreements in connection with
   its reports.

           During the Registrant's fiscal year ended June 30, 2001 and 2000, and
   during the period from July 1, 2002 until Stuart Rubin's dismissal, there
   were no "reportable events" (as such term is defined in item 304(a)(1)(iv)(B)
   of regulation S-B.

           During the Registrant's two most recent fiscal years and any
   subsequent interim period prior to the engagement of Kabani & Company, Inc.,
   neither the Registrant nor anyone on the Registrant's behalf consulted with
   Kabani & Company, Inc. regarding either (i) the application of accounting
   principles to a specified transaction, either contemplated or proposed, or
   the type of audit opinion that might be rendered on the Registrant's
   financial statements or (ii) any matter that was either the subject of a
   "disagreement" or a "reportable event."

           The Registrant has requested Stuart Rubin to review the disclosure
   contained herein and has provided Stuart Rubin the opportunity to furnish the
   Registrant with a letter addressed to the Commission containing any new
   information, clarification of the Registrant's expression of Stuart Rubin's
   views, or the respects in which Stuart Rubin does not agree with the
   statements contained herein. Stuart Rubin has reviewed the disclosure
   contained herein and has provided to the Registrant a letter addressed to the
   Securities and Exchange Commission stating that it has reviewed the
   disclosure provided in this Current Report and has no disagreement with the
   relevant portions of this disclosure, pursuant to the requirements of Item
   304(a)(3) of Regulation S-B. A copy of such letter is filed as Exhibit 16 to
   this Current Report on Form 8-K.

<PAGE>15


                                   SIGNATURES


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

 Reclamation Consulting and Applications, Inc.


  /s/ Michael Davies, CFO
  --------------------------
      Michael Davies, CFO


 Date: October 15, 2002