<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]      Annual Report Under Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         For the Fiscal Year Ended December 31, 2001

[ ]      Transition Report Under Section 13 or 15(d) of Securities
         Exchange Act of 1934
         For the transition period from ______ to ______


                                                   Commission File No. 000-28415
                                      IEMI
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)

           Nevada                                           65-0861102
--------------------------------------------------------------------------------
  State or other Jurisdiction                              (IRS Employer
        or organization                                Identification Number)

                   5801 Wiley Street, Hollywood, Florida 33020
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (954) 961-3033
--------------------------------------------------------------------------------
                 (Issuer's Telephone Number Including Area Code)

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

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock $.001 par value
                          ----------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   Yes [X] No [ ]

<PAGE>


Check if there is no disclosure of delinquent filers in response to Item 405 of
State the aggregate market value of the voting and non-voting common equity held
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB: [X]

State issuer's revenues for its most recent fiscal year:  $821,213

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, as of April 15, 2002, was $544,702.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

The number of shares outstanding of the Company's Common Stock as of April 15,
2002, was 461,418,004 shares.

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

Check whether the issuer has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court Yes _____  No _____

    DOCUMENTS INCORPORATED BY REFERENCE: None


                                       2
<PAGE>



                                      IEMI
                              REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                TABLE OF CONTENTS

                                     PART I

Item 1.  Description of the Business.........................................  4
Item 2.  Description of Property.............................................  8
Item 3.  Legal Proceedings...................................................  9
Item 4.  Submission of Matters to Vote of Security Holders...................  9

                                     PART II

Item 5.  Market for Common Equity and Related Shareholder Matters............ 10
Item 6.  Management's Discussion and Analysis or Plan of Operation........... 12
Item 7.  Financial Statements................................................ 15
Item 8.  Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure................................ 15

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.................. 16
Item 10. Executive Compensation.............................................. 17
Item 11. Security Ownership of Certain Beneficial Owners and Management
           And Related Stockholder Matters................................... 18
Item 12. Certain Relationships and Related Transactions...................... 19

                                     PART IV

Item 13. Exhibits, Lists and Reports on Form 8-K............................. 19
Signatures................................................................... 20


                                       3
<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

IEMI was incorporated under the laws of the State of Nevada on September 6,
1995, as Tirol Pines, Inc. On October 11, 1999, Tirol Pines purchased 100% of
the issued and outstanding shares of International Environmental Management,
Inc., a Florida corporation. The Company then changed its name to International
Environmental Management, Inc., and, in 2001, again changed its name to IEMI. On
July 1, 1999, the company acquired all of the issued and outstanding common
stock of Broward Recycling, Inc. ("BRI"), a Florida corporation organized in
1981. BRI has been in the recycling business for approximately 21 years. IEMI is
a holding company which has one operating subsidiary, BRI. The two entities may
collectively be referred to in this Report as "IEMI" or the "Company." The
Company's common stock trades on the NASD OTC Bulletin Board under the symbol
IEME.

BRI currently services three counties, all of which are in South Florida:
Miami-Dade, Broward, and Palm Beach, with a total population of 5,000,000. BRI
is a buy-back center and a fully operational reclamation and processing facility
which processes up to six tons of recyclable material per day. Such material
includes aluminum, copper, brass, stainless steel, and other non-ferrous
materials which it obtains largely from insulated copper wire, batteries, car
radiators, air conditioners, car wheels, and other common manufactured products.
In addition, BRI processes five to ten tons of aluminum cans per month. The
purpose of recycling reclamation and processing facilities is to process
recyclable material so that it may be reused by businesses in the manufacturing
of consumable goods. BRI's goal is to create several divisions, each of which
offers a distinct recycling reclamation product.

COMMODITY SOURCES

Ninety-five percent of the Company's material is obtained from the general
public, primarily small businesses. BRI does a very small amount of business
with large industrial accounts. The small business customers deliver their scrap
materials to BRI. These small business customers are (a) plumbers who recycle
their copper tubing and old brass fixtures; (b) air conditioning repair services
that deliver parts from old units; and (c) local garages which deliver cast
aluminum wheels, automobile radiators, aluminum evaporator coils and assorted
aluminum. BRI does not have any contracts with counties in Florida, nor does it
have contracts with its small business clients.

BRI is not tied to one particular source to sell material. The Company sells its
material to the buyer that offers the highest price, most favorable terms of
payment, and most favorable pickup service. Prices are determined by local
conditions. The Company does not have in place any purchase agreements for its
materials.

                                       4
<PAGE>

The market for BRI's goods includes end-users that melt the recyclable metals to
make new products, and wholesalers/brokers for such metals.

The Company does not handle hazardous materials and accordingly is not subject
to material environmental regulation. The Company has a City of Hollywood
license, a regional Broward County license, and a State of Florida certification
to conduct business as a secondary metals recycling facility. As the Company
grows and expands its business, it may accept material that requires special
handling, and would then acquire any necessary licenses or permits.

The Company believes that the scrap metal recycling industry is highly
fragmented and ripe for consolidation through acquisition. Management believes
that it has the experience necessary to acquire and operate compatible companies
in IEMI's industry. Assuming the availability of appropriate financing, the
Company intends to establish a central processing facility and acquire two or
three additional recycling facilities which should enable the Company to expand
the number of recyclable items it handles to include newspaper, cardboard, glass
bottles and plastic. The Company believes that if it acquires these facilities,
it will be in a position to expand its wholesale recycling business. For
example, the Company currently purchases copper, brass and aluminum from
plumbing and air conditioning repair businesses, as well as radiators from car
radiator shops and local garages. If the Company is able to grow as planned, the
Company believes that within two or three years it could position itself to
operate as an integrated recycling business.

The Company expects that any probable acquisition candidates will have a history
of growth and profitability. The Company anticipates that it would retain the
owners and experienced management of such acquisition targets because their
knowledge and expertise can provide immediate entry in the market. The Company
would focus on facilities located along the southeast Florida economic area,
with clear access to at least one major roadway, since such locations facilitate
receipt of raw materials and resale of raw finished goods. This would enable the
company to ship large volumes of material to major consumers.

During 2001 the Company signed letters of intent with three recycling companies
in Miami-Dade County, Broward County and Palm Beach County. All three
acquisition candidates remain available to the Company, although the acquisition
of any of them will require cash resources greater than those now available to
the Company, which has very limited cash.

                                       5
<PAGE>


COMPETITION

         There is significant competition in the recycling industry. The Company
competes with numerous companies that already have a substantial share of the
market, as well as greater management and technological resources. Competitors
also may have greater financial resources than that of the Company.

         The Company's local market is primarily in Miami-Dade, Broward and Palm
Beach counties. There are several dozen small to medium size scrap metal
recycling dealers. There are five or six larger dealers and a few wholesale
companies that ship all of their material direct to the mills that are the end
users. Many of the small and medium size operations buy and sell on a weekly
basis and do not have the resources to compete with the few larger operations.
It is a highly fragmented industry.

RISK FACTORS

         CONTINUING OPERATING LOSSES; NEGATIVE CASH FLOW; ACCUMULATED DEFICIT.
The Company has incurred operating losses in each of the fiscal years ending
December 31, 2001 and 2000, and on December 31, 2001, the Company had an
accumulated deficit of $1,878,383. The Company had an operating cash deficit of
$15,704 in the year ended December 31, 2000, and an operating cash deficit of
$223,248 in the year ended December 31, 2001. The Company's ability to continue
operations in each of those years was due substantially to loans from related
parties and, in the fourth quarter of fiscal 2001 $54,800 of net proceeds from a
debenture financing. The Company's ability to continue operations is dependent
upon its generating sufficient cash flow from operations or from financing
activities. Although the Company anticipates that the market for its materials
will improve in 2002, there can be no assurance that the market will in fact
improve or that the Company will operate at a profit, nor can there be any
assurance that the Company will continue to be able to obtain financing to fund
any operating losses.

         NEED FOR ADDITIONAL CAPITAL. The Company intends to expand through
acquisitions, none of which will be possible without substantial proceeds from
the private or public sale of the Company's equity or debt securities. Although
the Company has issued convertible debentures which, if funded by investors,
would provide the Company with additional cash for acquisitions, the Company has
advised its debenture investors that the Company does not intend to continue to
obtain financing on a debenture basis. The Company's management continues to
explore other sources of financing but had not received any financing commitment
as of the date on which this Report was filed.

         LACK OF DIVIDEND HISTORY. The Company has never paid cash dividends on
its common stock and has no present intention to do so. To the extent that the
Company has any earnings, it will in all probability utilize such earnings to
grow its business.

                                       6
<PAGE>

The Company's lack of dividend history and intention not to pay dividends in the
foreseeable future may have an adverse affect on the trading market for its
common stock.

         CERTAIN MATTERS AFFECTING THE TRADING MARKET FOR THE COMPANY'S COMMON
STOCK. The Company's common stock has been traded on the NASD OTC Bulletin Board
since April 15, 2000. While the high asking price for the Company's common stock
was $.08 and its low bid was $.01 during December 2001, based on reports
published through America Online, at the beginning of 2002 the Company's stock
price started to decrease significantly and by mid-April 2002 the common stock
traded for approximately $.001 per share. Further, at the same time that the
Company's common stock experienced a substantial decrease in market price, the
volume of trading in the Company's common stock increased dramatically, so that
in the first quarter of 2002 the Company's common stock was among the most
actively-traded on a daily volume basis. Further, because of the low trading
price for the common stock, the market for the Company's stock was very
volatile, as a change of a fraction of a mil would result in a substantial
percentage increase or decrease in the market price for the common stock.

         As of the date of this Report, the Company has realized approximately
$95,000 in net proceeds from the sale of debentures. The debentures have, in
turn, been converted by their holders into 448,918,006 shares of common stock,
although only 11,151,508 shares had been issued upon conversion of debentures at
December 31, 2001. For the debentures sold by the Company and subsequently
converted into shares of common stock, the Company received net proceeds of
$54,812 for the year ended December 31, 2001. The Company's assumption of the
debentures issued by its former subsidiary, Hollywood Metals Acquisition Corp.,
has, as described in the preceding paragraph, resulted in the Company's issuing
significant numbers of shares to debenture holders upon conversion of their
debentures, which are convertible at 70% of the prevailing common stock bid
price. The shares issued to them upon conversion are immediately saleable and,
to the Company's best knowledge, are generally sold by these holders through the
public markets immediately upon conversion. The number and frequency of the
sales of common stock being sold on conversion through the OTC Bulletin Board
has, in the opinion of management, been substantially responsible for the
significant trading volume of the Company's common stock and the decrease in its
per-share price. As the Company does not intend to receive additional funds from
its debenture holders, the company believes that the impact on the market for
the Company's common stock should abate during 2002.

         CHANGES IN THE OTC BULLETIN BOARD. The National Association of
Securities Dealers, Inc., has announced that it intends to make certain changes
to its system for trading shares electronically other than through NASDAQ,
including establishing a new electronic trading system known as the Bulletin
Board Exchange ("BBX") which will eventually supercede the OTC Bulletin Board.
The Company is unable to determine the effect of any such change on the Company
and the trading market for its securities, or whether the Company's common stock
will be eligible for listing on the BBX.

                                       7
<PAGE>

The inability of the Company's common stock to be listed on the Bulletin Board
or any successor electronic trading medium would have a material adverse impact
on the market price for the Company's common stock.

FORWARD-LOOKING STATEMENTS

A number of the matters and subject areas discussed in the foregoing "Risk
Factors" section and elsewhere in this Form 10-KSB Report deal with potential
future circumstances and developments. The discussion of such matters and
subject areas is qualified by the inherent risks and uncertainties surrounding
future expectations generally, and also may materially differ from the Company's
actual future experience involving any one or more of such matters and subject
areas. The Company has attempted to identify, in context, certain of the factors
that it currently believes may cause actual future experience and results to
differ from the Company's current expectations regarding the relevant matter or
subject area. The operation and results of the Company's real estate development
business also may be subject to the effect of other risks and uncertainties in
addition to the relevant qualifying factors identified elsewhere in the
foregoing "Risk Factors" section, including, but not limited to, general
economic conditions in the geographic areas and occupational market segments
(such as, for example, construction, delivery, and real estate management
services) that the Company is targeting for its apartment units, the ability to
achieve adequate occupancy levels, access to sufficient debt or equity capital
to meet the Company's operating and financing needs, the quality and price of
similar or comparable housing offered or to be offered by the Company's
competitors, future legislative or regulatory actions relating to real estate
activities and real estate financing, other housing trends generally and other
risks and uncertainties described from time to time in the Company's reports
filed with the Commission.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company owns its 4,500 square feet headquarters and operating facility at
5801 Wiley Street, Hollywood, Florida 33023. The Company has two full-time and
up to four part-time employees.

                                       8
<PAGE>


ITEM 3.   LEGAL PROCEEDINGS

Neither the Company nor its property is a party to, or is the subject of, any
pending legal proceeding other than routine litigation incidental to the
Company's business.

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

See the Company's Information Statement on Schedule 14C filed December 27, 2001,
with respect to the increase in the Company's authorized common shares, par
value $.001, from 25,000,000 shares to 500,000,000 shares and the authorization
of 10,000,000 shares of preferred stock, par value $.001.


                                       9
<PAGE>


                                     PART II

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

MARKET INFORMATION

The Company's common stock is traded on the OTC Electronic Bulletin Board.

The following table sets forth the quarterly high and low bid market prices of
the Company's common stock for the fiscal years ended December 31, 2001. The
Company's common stock commenced trading on the Bulletin Board on or about April
15, 2001, and prior to that time was traded on the "pink sheets." No trading
data is available from any source known to the Company for market information
prior to the date on which the Company's stock became traded on the Bulletin
Board, and accordingly, the following table reports only high and low bid prices
for the Company's common stock commencing on April 15, 2001.

                                                BID PRICES
                                     HIGH                       LOW
                                    --------------------------------
Quarter Ended March 31, 2001        $0.35                      $0.20
Quarter Ended June 30, 2001         $0.87                      $0.26
Quarter Ended September 30, 2001    $0.41                      $0.025
Quarter Ended December 31, 2001     $0.075                     $0.011

These quotations reflect inter-dealer prices, without retail markup, markdown or
commissions, and may not represent actual transactions.

The Company understands that fourteen member firms of the NASD are currently
acting as market makers for the Company's common stock.

The Company has only one class of common stock which is publicly-traded. As of
April 15, 2002, there were 52 shareholders of record for the Company's common
stock and a total of 461,418,004 shares of common stock issued and outstanding.
Certain of the shares of the Company's common stock are held in "street name"
and may, therefore, be held by several beneficial owners.

The holders of the common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Holders of the common
stock have no preemptive rights and no right to convert their common stock into
any other securities. There are no redemption or sinking fund provisions
applicable to the common stock.

DIVIDENDS

The Company paid no dividends during the fiscal year ended December 31, 2001.

                                       10
<PAGE>

The declaration and payment by the Company of dividends, if any, in the future
rests within the discretion of its Board of Directors and will depend, among
other things, upon the Company's earnings, its capital requirements and its
financial condition, as well as other relevant factors. There is no current plan
to pay dividends.

SALES OF UNREGISTERED SECURITIES IN THE YEAR ENDED DECEMBER 31, 2001

On November 5, 2001, Hollywood Metals Acquisition Corp. ("Hollywood Metals"), a
subsidiary of the Company, issued its 8% Series A Senior Subordinated
Convertible Redeemable Debentures due November 5, 2003 ("Hollywood Metals
Debentures"), together with underlying shares of Hollywood Metals' common stock,
par value $.001, into which the Hollywood Metals Debentures were convertible
from time-to-time. The Hollywood Metals Debentures were issued for the purpose
of Hollywood Metals' acquiring the assets of Hollywood Metals, Inc., which is a
company engaged in a business similar to the Company's business, but the
proceeds from the sale of the debentures have not been sufficient as of the date
of the filing of this Report for the Company to effect such purchase. The
Hollywood Metals Debentures were issued to Sea Lion Investors LLC, Equity
Planners LLC, and Myrtle Holdings LLC, all of which represented to Hollywood
Metals that they were accredited investors. The debentures were issued pursuant
to Regulation D, Rule 504(b)(iii). The debentures permit the holders thereof to
convert all or any amount over $5,000 of the principal face amount of the
debentures into shares of common stock at a conversion price of 70% of the
per-share price valued in accordance with the book value of the common stock or
70% of the lowest closing bid price as quoted on the OTC Bulletin Board if the
shares of Hollywood Metals or its successors or assigns are quoted on the OTC
Bulletin Board. Subsequent to the issuance of the Hollywood Metals Debentures,
Hollywood Metals was merged into the Company, and the Company assumed the
obligation of Hollywood Metals to the debenture holders, including the
obligation to pay principal and interest on the debentures and to permit their
conversion into shares of the Company's common stock, and issued to the
debenture holders, the Company's debentures convertible into common stock of the
Company pursuant to Section 3(a)(9) of the Securities Act of 1933. Hollywood
Metals and, subsequently, the Company, received net proceeds of $54,812 from the
purchase of the Hollywood Metals Debentures through December 31, 2001, and, as
of the date of this Report, have received approximately $95,000 of net proceeds
from the purchase of the debentures. For the year ended December 31, 2001, the
Hollywood Metals Debentures were converted into 11,151,508 shares of the
Company's common stock and, from January 1, 2002, through the date of this
Report, an additional 437,766,498 shares of common stock were issued upon
conversion of the Hollywood Metals Debentures. The Company has been advised by
the investors that approximately $43,000 of unconverted debentures remained
outstanding as of May 1, 2002.

On December 11, 2001, the Company entered into an escrow agreement (the "Escrow
Agreement") with Sroya Holdings LLC, as escrow agent ("Sroya") and Sea Lion

                                       11
<PAGE>

Investors LLC, Equity Planners LLC, and Myrtle Holdings LLC, the purpose of
which was to amend and supplement the November 5, 2001, agreement among
Hollywood Metals and the debenture holders. Pursuant to the Escrow, the Company
deposited 8,000,000 shares of its common stock ("Escrow Shares") with Sroya to
ensure the timely delivery of the Company's common stock upon the exercise of
the conversion privileges by the debenture holders under the debentures which it
had assumed. Under the Escrow Agreement, Sroya, as escrow agent, does not have
an interest in either the debentures or the Escrow Shares and neither is Sroya
considered a shareholder of the Company by virtue of holding the Escrow Shares.
However, for purposes of determining the number of shares of the Company's
common stock are issued and outstanding, the Escrow Shares are considered issued
and outstanding. The Escrow Shares were deposited with Sroya pursuant to
Regulation D, Rule 504(b)(iii) and Section 3(a)(9) of the Securities Act of 1933
as a result of the assumption by the Company of all of the obligations of
Hollywood Metals under the debentures, including the obligation to repay the
principal and interest and the conversion privileges. Subsequent to the
execution of the Escrow Agreement, the Company and the debenture holders agreed
that the Company would, in lieu of providing Escrow Shares, provide shares to
the debenture holders immediately upon conversion of the debentures through an
electronic system known as "DWAC", and accordingly the parties agreed not to
continue with their obligations under the escrow agreement as long as such
shares were available to the debenture holders on the basis just described.

In July 2001, the Company issued 6,000,000 shares of common stock to its
president, Harold Solomon, to complete its obligation to him pursuant to the
Stock Exchange and Merger Agreement between the Company and BRI which closed in
October 1999. These shares were issued pursuant to the exemption from
registration provided under Section 4(2) of the Securities Act of 1933, as
amended.

In February 2001, the Company issued 1,000,000 shares of common stock to a
consultant in consideration of a note in the amount of $500,000, which note was
never paid. These shares were issued under the exemption from registration
provided by Regulation D, Rule 504.

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

FORWARD-LOOKING STATEMENTS

This Report, including the following discussion, contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements include the plans and objectives of management for
future operations, including plans and objectives relating to the possible
further capitalization and potential acquisitions of or mergers with operating
companies. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties.

                                       12
<PAGE>

Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could be inaccurate and, therefore, there
can be no assurance that the forward-looking statements included in this Form
10-KSB will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.

The following is a discussion of the consolidated financial condition and
results of operations of the Company for the fiscal years ended December 31,
2001, and December 31, 2000, which should be read in conjunction with, and is
qualified in its entirety by, the consolidated financial statements and notes
thereto included elsewhere in this Report.

RESULTS OF OPERATIONS

The Company had revenues of $821,213 for the year ended December 31, 2001,
compared to revenues of $915,630 for fiscal 2000. The Company's gross profit
declined from $203,201 for the year ended December 31, 2000, to $160,737 for the
year ended 2001. The decline in revenues occurred substantially as a consequence
of lower wholesale prices for recyclable materials. The Company's gross profit
was also adversely affected by the Company's paying substantially the same
amount for materials in 2001 as it paid in 2000 in order to maintain its
relationships with suppliers, while resale prices declined. The Company's
decreasing margins resulted in its decrease in gross profit. The Company's
selling, general and administrative expenses increased from $345,344 for fiscal
2000 to $1,251,588 for fiscal 2001. In July 2001 the Company issued 2,000,000
shares of its common stock to consultants for public relations services and
services in connection with potential mergers and acquisitions. In the opinion
of management, the Company realized no benefit from the consultant agreement,
but nonetheless the cost of the stock, issued pursuant to a registration
statement filed on Form S-8, is included as an $800,000 one-time expense in
fiscal 2001. The balance of the Company's selling, general and administrative
expenses ("SGA") remained substantially unchanged from fiscal 2000 to fiscal
2001.

LIQUIDITY AND CAPITAL RESOURCES

The Company had current assets of $45,810 at December 31, 2000, compared to
current assets of $37,267 at December 31, 2001. The Company's total assets
remained substantially the same at the end of each fiscal year. The Company's
current liabilities increased by approximately $30,000 from December 31, 2000,
to $143,026 at December 31, 2001,

                                       13
<PAGE>

as a consequence of the Company's increase in accounts payable and accrued
expenses. The Company's long-term liabilities increased substantially from
$67,591 at December 31, 2000, to $523,722 at December 31, 2001, as the Company
recorded in 2001 amounts borrowed in that year, but also in prior years, from
its President, family members of the Company's officers and others affiliated
with these persons in order to meet operating expenses. The Company's long-term
liabilities also increased as it borrowed a net of $54,812 through the sale of
convertible debentures. The total liabilities increased to $822,915 at December
31, 2001, compared to $242,523 at December 31, 2000, primarily as a consequence
of the increase in notes payable to related parties and the Company's debenture
obligations. The Company has determined not to proceed with any additional
debenture financing, and does not intend to ask its officers, directors or other
related persons to provide additional financing on a loan basis to the Company.

During 2001 the Company was faced with lower market prices for its recycled
products. Inventories and scrap metal (primarily copper and aluminum) held in
the LME and COMEX warehouses grew to historical highs. To retain its customers
and expand its market share, the Company kept the prices that it paid for
material at competitive levels, but as a consequence, the Company's profit
margin was less than in previous years. To accommodate its decreased profit
margin, the Company made adjustments in its personnel, buying patterns, and
sales of its finished product. The Company also explored alternative markets for
the sale of its recycled products.

The Company believes that the recycling scrap metal markets will improve in 2002
and 2003 as world economies rebound from poor economic conditions and supplies
of physical metal stored in warehouses begin to dwindle as demand increases, and
that the economic trends in both 2002 and 2003 will lead to increases in the
demand for, and the value of, recycled scrap. The Company also believes that,
assuming an improvement in scrap metals markets in 2002, the Company should be
able to generate sufficient revenues from sales to support its operations in
fiscal 2002. However, the Company has received a going concern opinion from its
auditors and, of course, the Company cannot provide any assurance that it will
be able to generate sufficient revenues to continue operations through 2002
without receiving additional proceeds from debt or equity financings.

The Company has three acquisition targets which, it believes, will be available
to it should the Company have the financial resources to complete such
acquisitions. If the acquisitions are completed, the Company believes that the
economies of scale effected by such acquisitions will reduce the impact of the
cost of the Company's being a publicly-traded company, which are significant.
Assuming that the Company is able to complete business combinations with the
three companies which have expressed interest in such combinations, or with
other companies, the Company believes that it will be able thereafter to make
additional acquisitions with compatible businesses in South Florida and other
areas of the United States. Acquisitions, if made in sufficient volume, should

                                       14
<PAGE>

enable the Company to expand its current recycling business and, in time,
include the recycling of cardboard, paper, plastics and glass. Further, if the
Company expands sufficiently, it could ship directly to end-users, which would
eliminate the cost of middlemen. Notwithstanding the Company's acquisition
plans, unless the Company is able to find sources to fund business combinations
with compatible recycling businesses, it will be unable to expand its business
operations. There can be no assurance that even if acceptable funding becomes
available to the Company, the Company will be successful in making any
acquisition, that it will become profitable, or that its business objectives
will otherwise be achieved.

ITEM 7. FINANCIAL STATEMENTS

Reference is made to the Consolidated Financial Statements, the notes thereto,
and the Independent Accountants' Report thereon commencing at page F-1 of this
Report, which Consolidated Financial Statements, notes and Report are included
herein by reference.

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

The Company has previously reported information with respect to its change of
accountants on Reports on Form 8-K filed November 2, 2001, as amended on
November 8, 2001, and November 19, 2001.

                                       15
<PAGE>

                                    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: (1) names and ages of all persons who presently
are Directors of the Company; (2) all positions and offices with the Company
held by each such person; (3) the term or office of each person named as a
Director; and (4) any period during which he or she has served as such:

NAME                                AGE              POSITION
--------------------------------------------------------------------------------

Harold Solomon                      47           Chairman, CEO, President

George R. Keller, Jr.               46           Director

Sam Benson                          45           Director

There is no understanding or arrangement between any Directors or any person or
persons pursuant to which such individual was or is to be selected as a Director
or nominee of the Company.

Each Director is serving a term of office which shall continue until the next
annual meeting of shareholders and until his successor has been duly elected and
qualified. Officers of the Company serve at the pleasure of the Board of
Directors.

Harold Solomon had served as Chairman of the Board, CEO and President of the
Company since 1999. Mr. Solomon founded BRI in 1980 and has been overseeing its
operation since it was formed. Mr. Solomon holds a B.A. in History and
Educational Administration, with a Minor in Music Education, from Florida
International University. Mr. Solomon also currently serves as the President of
the Hollywood Philharmonic Orchestra.

George R. Keller, Jr., has served as a director and treasurer since 1999. Mr.
Keller has been the Assistant Director, Department of Safety and Emergency
Service, for Broward County since 1995. Mr. Keller previously served as the
Director of the Department of Development Administration of the City of
Hollywood, Florida. He was also previously employed by the Urban and Regional
Research Center in Gainesville.

Mr. Keller held the following positions in the City of Hollywood: Assistant City
Manager (Interim City Manager), Director of Development Administration, Planning
Administrator, Community Development Director and Post Disaster Recovery
Director. Much of Mr. Keller's work experience has been in the areas of land use
planning, zoning, real estate development, urban redevelopment economic

                                       16
<PAGE>

development, annexation, and emergency management and code enforcement. He holds
a B.S. Degree in Urban Geography and a M.A.T. Degree in Urban Geography and
Urban and Regional Planning from the University of Florida, Gainesville,
Florida.

Sam Benson has served as a director and Secretary since 1999. Mr. Benson
graduated in 1978 from the University of Miami with a B.B.A. in International
Finance and Marketing. From 1978 to 1982 Mr. Benson worked for Quaker Oats,
first to set up major accounts for Quaker Oats in South Florida. He was then the
Southeast United States liaison for these major accounts. From 1982 to 1986 Mr.
Benson attended medical school, graduating in 1986 with his M.S. degree. From
1986 to 1989 Mr. Benson participated with a South Florida pediatrician. From
1989 to present Mr. Benson has worked for Elise Undergarment in various
management capacities. For the past year he has been responsible for their
locating and building a facility in Uman, Mexico.

No event listed in Subparagraphs (1) through (4) of Subparagraph (d) of Item 401
of Regulation S-B has occurred with respect to any present executive officer or
Director of the Company during the past five years, which event is material to
an evaluation of the ability or integrity of such Director or officer.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Company did not receive any Form 3, 4 or 5 from any officer, director or
beneficial owner in 2001 and does not know of any failure by any such person to
file a required Form.

ITEM 10. EXECUTIVE COMPENSATION

The following table and notes present for the Company's Chief Executive Officer
for each of the three fiscal years ended December 31, 2001. No executive officer
of the Company or any subsidiary received an annual salary and bonus in excess
of $100,000 in any of those fiscal years.

No employee of the Company earned in excess of $100,000 during the fiscal years
ended December 31, 2000, and December 31, 2001.

                           SUMMARY COMPENSATION TABLE

NAME AND POSITION     YEAR     SALARY     BONUS     OTHER ANNUAL COMPENSATION(1)
--------------------------------------------------------------------------------
Harold Solomon,       2001    $16,000      -0-      $40,000
CEO and President     2000    $47,000      -0-      $20,000
                      1999    $60,000      -0-      $20,000(2)

                                       17
<PAGE>

     (1)      Consists of health insurance, dental insurance, life insurance,
              leased vehicle, vehicle maintenance and repair, computer expense,
              travel and other expenses reimbursed to Mr. Solomon or paid
              directly for him by the Company.

     (2)     Does not include 7,500,000 shares of the Company's common stock
             issued to Mr. Solomon in connection with the purchase of BRI by the
             Company in October 1999.

No director receives any additional compensation for his services as a director.
The Company has no option, profit sharing or pension plan currently in effect,
nor any termination of employment or change-in-control arrangement with any
employee.

The Company does not have a compensation committee. Compensation is determined
by the Board of Directors acting as a whole on the basis of the value of an
employee or contracted service to the Company. In addition, compensation by
other companies of like size for comparable services and other factors specific
to each determination of compensation are taken into consideration.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information with respect to the beneficial ownership
of the Company's common stock by (i) each person who is known to the Company to
be the beneficial owner of more than five percent (5%) of the Company's common
stock, (ii) all directors and nominees, (iii) each executive officer, and (iv)
all directors and officers as a group.

Unless otherwise indicated, the Company believes that the beneficial owner has
sole voting and investment power over such shares. The Company does not believe
that any shareholders act as a "group," as that term is defined in Section 13(d)
of the Securities Exchange Act of 1934, as amended. As of April 15, 2002, the
Company had 461,418,004 shares of common stock issued and outstanding.

Name and Address of             Number of Shares           Percentage of
Common Stock                    of Common Stock            Common Stock
Beneficial Owner                Beneficially Owned         Ownership
--------------------------------------------------------------------------------

Harold Solomon                  7,500,000                  1.63%
5801 Wiley Street
Hollywood, FL 33023

George R. Keller, Jr.           -0-                        0%
5801 Wiley Street
Hollywood, FL 33023

                                       18
<PAGE>

Sam Benson                      25,000                     *
5801 Wiley Street
Hollywood, FL 33023

All Officers and Directors      7,525,000                  1.63%
As a Group (3 persons)

* Less than one percent (1%).

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In July 2001 the Company issued 6,000,000 common shares to its President, Harold
Solomon. These shares were issued pursuant to and in consideration of the
October 1999 transaction in which the Company purchased all of the issued and
outstanding shares of BRI from Mr. Solomon.

In the fiscal year ended December 31, 2001, an entity controlled by Mr. Solomon
loaned the Company $183,332 on a 12% demand note basis. From 1996 through 2000,
Mr. Solomon and persons related to him loaned the Company $340,440 on a 12%
demand note basis.

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number   Description
-------  -----------
2.1      Stock Exchange and Merger Agreement between Tyrol Pines, Inc. and
         Registrant *
3.1      Articles of Incorporation *
3.2      By-Laws *
3.3      Articles of Merger between Tyrol Pines, Inc., and Registrant *
3.4      Certificate of Amendment to Articles of Incorporation
4.1      Hollywood Metals Acquisition Corp. 8% Series A Senior Subordinated
         Convertible Redeemable Debentures
4.2      IEMI 8% Series A Senior Subordinated Convertible Redeemable Debentures
10.1     Consulting Agreement between Global Capital Management Group, Inc., and
         Registrant *
10.2     Assignment and Assumption Agreement between Hollywood Metals
         Acquisition Corp. and IEMI
10.3     Escrow Agreement by and among IEMI, Equity Planners LLC, Sea Lion
         Investors LLC, and Myrtle Holdings LLC
21.1     Subsidiaries of Registrant *

*        Filed previously.

REPORTS ON FORM 8-K

On November 2, 2002, the Company filed a Report on Form 8-K in which it reported
a change in its certifying accountant.

                                       19
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this Annual Report and any subsequent amendments
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            IEMI

Dated: May 10, 2002                         By:       /s/ Harold Solomon
                                                --------------------------------
                                                     Harold Solomon President

Pursuant to the requirements of the Securities Act of 1934, this Annual Report
has been signed below by the following persons in their respective capacities
with the Registrant and on the dates indicated.

         SIGNATURE                         TITLE                       DATE
         ---------                         -----                       ----

/s/ Harold Solomon                President, Chief Executive       May 10, 2002
---------------------------       Officer and Director
Harold Solomon

/s/ George R. Keller, Jr.         Director                         May 10, 2002
---------------------------
George R. Keller, Jr.

/s/ Sam Benson                    Director                         May 10, 2002
---------------------------
Sam Benson

                                       20

<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)

                          INDEX TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

                                                                        Page(s)
                                                                        -------

INDEPENDENT AUDITORS' REPORT                                              F-1

CONOLIDATED FINANCIAL STATEMENTS

         BALANCE SHEETS AS OF DECEMBER 31, 2001
          AND 2000                                                        F-2-3

         STATEMENTS OF OPERATIONS FOR THE YEARS
         ENDED DECEMBER 31, 2001 AND 2000                                 F-4

         STATEMENTS OF STOCKHOLDERS' (DEFICIT)
         FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000                   F-5

         STATEMENTS OF CASH FLOWS FOR THE YEARS
         ENDED DECEMBER 31, 2001 AND 2000                                 F-6-7

         NOTES TO CONSOLIDATED FINANCIAL
         STATEMENTS                                                       F-8-14







<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Stockholders of
IEMI and Subsidiaries
(formerly International Environmental Management, Inc. and Subsidiary)
Hollywood, Florida

We have audited the accompanying consolidated balance sheet of IEMI and
Subsidiaries (the "Company") (formerly International Environmental Management,
Inc. and Subsidiary) as of December 31, 2001 and the related consolidated
statements of operations, changes in stockholders' (deficit) and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of 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 consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

The accompanying consolidated financial statements for December 31, 2001 have
been prepared assuming the Company will continue as a going concern. As
discussed in Note 8 to the consolidated financial statements, the Company has
raised certain issues that lead to substantial doubt about its ability to
continue as a going concern. Management's plans in regards to these matters are
also discussed in Note 8. The consolidated financial statements do not include
any adjustments that might result from the outcome of these uncertainties.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of IEMI
and Subsidiaries (formerly International Environmental Management, Inc. and
Subsidiary) as of December 31, 2001, and the consolidated results of its
statements of operations, changes in stockholders' (deficit), and cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States of America.

The consolidated balance sheet of International Environmental Management, Inc.
and Subsidiary as of December 31, 2000, and the related consolidated statements
of operations, changes in stockholders' (deficit) and cash flows for the year
then ended, were audited by Baum and Company, P.A. Baum and Company, P.A. issued
a qualified opinion on those consolidated financial statements dated March 28,
2001.

BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Gibbsboro, New Jersey


April 6, 2002








                                      F-1
<PAGE>
                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

                                     ASSETS

<TABLE>
<CAPTION>

                                                                                   2001              2000
                                                                                 --------          --------
<S>                                                                              <C>               <C>
CURRENT ASSETS
   Cash on hand                                                                  $  5,517          $  2,889
   Inventory                                                                        7,750            12,544
   Loans to shareholders                                                           14,000            29,564
   Loans receivable                                                                10,000                --
   Prepaid expenses                                                                    --               813
                                                                                 --------          --------

          TOTAL CURRENT ASSETS                                                     37,267            45,810
                                                                                 --------          --------
PROPERTY, PLANT AND EQUIPMENT (Net of $122,008 and $113,903 accumulated
   depreciation at December 31, 2001 and
   2001, respectively)                                                            128,852           131,437
                                                                                 --------          --------
OTHER ASSETS
   Deferred costs (Net of $1,389 and $961
   accumulated amortization at December 31, 2001
   and 2000, respectively)                                                          5,020             5,448
   Deposits                                                                           639               639
                                                                                 --------          --------
          TOTAL OTHER ASSETS                                                        5,659             6,087
                                                                                 --------          --------
TOTAL ASSETS                                                                     $171,778          $183,334
                                                                                 ========          ========

</TABLE>




               The accompanying notes are an integral part of the
                       consolidated financial statements.




                                      F-2
<PAGE>


                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)


<TABLE>
<CAPTION>
                                                                       2001                  2000
                                                                    -----------           -----------
<S>                                                                 <C>                   <C>
CURRENT LIABILITIES
   Accounts payable and accrued expenses                            $    97,797           $    25,630
   Notes and mortgages payable - current portion                         20,696                72,159
   Customer deposits                                                     24,533                14,989
                                                                    -----------           -----------

          TOTAL CURRENT LIABILITIES                                     143,026               112,778
                                                                    -----------           -----------

LONG-TERM LIABILITIES
   Notes payable - related parties                                      523,772                67,591
   Debentures payable                                                    54,812                    --
   Notes and mortgages payable - net of current portion                 101,305                62,154
                                                                    -----------           -----------

          TOTAL LONG-TERM LIABILITIES                                   679,889               129,745
                                                                    -----------           -----------

TOTAL LIABILITIES                                                       822,915               242,523
                                                                    -----------           -----------

STOCKHOLDERS' (DEFICIT)
   Common stock, $.001 Par Value 25,000,000 shares
   authorized; 23,651,508 and 3,500,000 issued and
   outstanding at December 31, 2001 and 2000, respectively               23,652                 3,500
   Additional paid-in capital                                         1,203,594               683,971
   Accumulated (deficit)                                             (1,878,383)             (746,660)
                                                                    -----------           -----------

          TOTAL STOCKHOLDERS' (DEFICIT)                                (651,137)              (59,189)
                                                                    -----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT)                                                           $   171,778           $   183,334
                                                                    ===========           ===========


</Table>


               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                      F-3
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                     2001                  2000
                                                 ------------           ------------
<S>                                              <C>                    <C>
REVENUES                                         $    821,213           $    915,630

COST OF GOODS SOLD                                    660,476                712,429
                                                 ------------           ------------

GROSS PROFIT                                          160,737                203,201

SELLING, GENERAL AND ADMINISTRATIVE
   EXPENSES                                         1,251,588                345,344
                                                 ------------           ------------

LOSS BEFORE OTHER INCOME (EXPENSES)                (1,090,851)              (142,143)
                                                 ------------           ------------

OTHER INCOME (EXPENSES)
   Interest income                                         --                    847
   Miscellaneous income                                    --                  1,203
   Loss on disposition of equipment                        --                 (4,613)
   Interest expense                                   (40,872)               (19,629)
                                                 ------------           ------------

          TOTAL OTHER INCOME (EXPENSES)               (40,872)               (22,192)
                                                 ------------           ------------

NET LOSS APPLICABLE TO COMMON SHARES             $ (1,131,723)          $   (164,335)
                                                 ============           ============

NET LOSS PER BASIC AND DILUTED SHARES            $    (0.1025)          $    (0.0470)
                                                 ============           ============

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                        11,037,877              3,500,000
                                                 ============           ============


</Table>



               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                      F-4
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                      STATEMENTS OF STOCKHOLDERS' (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                      Common Stock                Additional
                                               ----------------------------        Paid-In         Accumulated
                                                 #Shares          Amount           Capital           Deficit            Total
                                               -----------      -----------      -----------       -----------       -----------
<S>                                              <C>            <C>              <C>               <C>               <C>
BALANCE - January 1, 2000                        3,500,000      $     3,500      $   679,471       $  (582,325)      $   100,646

   Contribution                                         --               --            4,500                --             4,500

   Net loss                                             --               --               --          (164,335)         (164,335)
                                               -----------      -----------      -----------       -----------       -----------

BALANCE - December 31, 2000                      3,500,000            3,500          683,971          (746,660)          (59,189)

Shares issued for subscription receivable        1,000,000            1,000          499,000                --           500,000

Write off of subscription receivable                    --               --         (500,000)               --          (500,000)

Shares issued to founder - exchange              6,000,000            6,000               --                --             6,000

Shares issued for services                       2,000,000            2,000          798,000                --           800,000

Shares issued for debentures                    11,151,508           11,152          (11,152)               --                --

Reclassification from addiltional paid-in
  capital to notes payable, net                         --               --         (266,225)               --          (266,225)

Net loss                                                --               --               --        (1,131,723)       (1,131,723)
                                               -----------      -----------      -----------       -----------       -----------

BALANCE - December 31, 2001                     23,651,508      $    23,652      $ 1,203,594       $(1,878,383)      $  (651,137)
                                               ===========      ===========      ===========       ===========       ===========

</TABLE>




               The accompanying notes are an integral part of the
                       consolidated financial statements.




                                      F-5
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                          2001                 2000
                                                                      -----------           -----------
<S>                                                                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                           $(1,131,723)          $  (164,335)
                                                                      -----------           -----------

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
USED IN OPERATING ACTIVITIES:
   Depreciation                                                             8,105                 9,848
   Amortization                                                               428                   535
   Debentures conversions                                                   6,624                    --
   Common stock issued for consulting services                            800,000                    --
   Common stock issued for receivable                                       6,000                    --
CHANGES IN ASSETS AND LIABILITIES:
   (Increase) Decrease in prepaid expenses                                    813                  (813)
   Decrease in inventory                                                    4,794                 6,623
   Decrease in receivables                                                     --               126,500
   Increase in accounts payable                                            72,167                 9,400
   Decrease in deposits                                                        --                  (298)
   Increase (Decrease) in customer deposits                                 9,544                (3,164)
                                                                      -----------           -----------
          TOTAL ADJUSTMENTS                                               908,475               148,631
                                                                      -----------           -----------

          NET CASH USED IN OPERATING ACTIVITIES                          (223,248)              (15,704)
                                                                      -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   (Acquisition) disposition of fixed assets                               (5,520)               29,198
   (Increase) in loans receivable                                         (10,000)                   --
   (Increase) Decrease in loans - officers - net                           15,564               (29,564)
                                                                      -----------           -----------
          NET CASH USED IN INVESTING ACTIVITIES                                44                  (366)
                                                                      -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on notes and mortgage payables, net                           (12,312)              (53,132)
   Proceeds from additional paid-in capital and common stock                   --                 4,500
   Proceeds from notes receivable - related parties - net                 183,332                67,591
   Proceeds from debentures, net                                           54,812                    --
                                                                      -----------           -----------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                       225,832                18,959
                                                                      -----------           -----------

NET INCREASE IN CASH                                                        2,628                 2,889
CASH - BEGINNING OF YEAR                                                    2,889                    --
                                                                      -----------           -----------
CASH - END OF YEAR                                                    $     5,517           $     2,889
                                                                      ===========           ===========

</Table>


               The accompanying notes are an integral part of the
                       consolidated financial statements.




                                      F-6
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                               2001             2000
                                                                            ---------         --------
<S>                                                                         <C>               <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:

CASH PAID DURING THE YEAR FOR:
   Interest                                                                 $ 28,217          $ 19,629
                                                                            ========          ========

SUPPLEMENTAL DISCLOSURE OF NON-CASH
INFORMATION:

   Common stock issued for consulting services                              $800,000          $     --
                                                                            ========          ========

   Reclassification of additional paid-in capital to notes payable          $266,225          $     --
                                                                            ========          ========

   Common stock issued for debentures                                       $  6,624          $     --
                                                                            ========          ========

   Common stock issued for receivable                                       $  6,000          $     --
                                                                            ========          ========




</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                      F-7
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 -  ORGANIZATION AND BASIS OF PRESENTATION

          IEMI (the "Company") (formerly International Environmental Management,
          Inc.) is in the business of collecting and processing scrap metal
          through its wholly-owned subsidiary Broward Recycling, Inc. (a Florida
          Corporation). The Company was organized in 1998. On June 16, 1998, the
          Company acquired the non-operating public shell of Tirol Pines, a
          Nevada corporation, in a transaction accounted for in a
          recapitalization. The only former shareholder of this company received
          1,500,000 shares of common stock which represented a majority of the
          Company's outstanding shares.

          Additionally, on June 16, 1998, the Company entered into a merger
          agreement with Broward Recycling, Inc. ("BRI"), a company incorporated
          in the State of Florida in 1981, with the former shareholder of the
          company wholly owned. The operations of BRI represents a majority of
          operations of the Company.

          On July 1, 1999, the sole shareholder of BRI legally transferred his
          interests in BRI to IEMI. Following this transaction, BRI became a
          wholly-owned subsidiary of IEMI.

          During 2001, the Company established another subsidiary, Hollywood
          Metals Acquisition Corp.

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          PRINCIPLES OF CONSOLIDATION

          The consolidated financial statements include the accounts of IEMI and
          all of its wholly-owned subsidiaries. All significant intercompany
          accounts and transactions have been eliminated in consolidation.

          USE OF ESTIMATES

          The preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions that affect the reported
          amounts of assets and liabilities and disclosures of contingent assets
          and liabilities at the date of the financial statements and the
          reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates.





                                      F-8
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000


NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          FAIR VALUE OF FINANCIAL INSTRUMENTS

          Financial Accounting Standards Board ("FASB") issued Statement of
          Financial Accounting Standards No. 107 ("SFAS 107"), "Disclosures
          About Fair Value of Financial Instruments." SFAS 107 requires
          disclosure of fair value information about financial instruments when
          it is practicable to estimate that value. The carrying amount of
          IEMI's cash and cash equivalents, loans receivable, accounts payable
          and accrued expenses approximates their estimated fair values because
          of the immediate or short-term maturity of these financial
          instruments. The carrying amount for the notes and mortgages payable
          approximates fair value, because, in general the interest on the
          underlying instruments fluctuates with market rates

          COMPREHENSIVE INCOME

          IEMI has adopted Statement of Financial Accounting Standards No. 130
          ("SFAS 130"), "Reporting Comprehensive Income." SFAS 130 establishes
          standards for reporting and display of comprehensive income and its
          components in a full set of general-purpose financial statements. IEMI
          does not have any components of comprehensive income other than net
          income (loss).

          INVENTORIES

          Inventories (stated at the lower of cost or market value) consist of
          scrap metal.

          PROPERTY, PLANT AND EQUIPMENT

          Property, plant and equipment are stated at cost and depreciated over
          their estimated useful lives. Renewals and betterments are capitalized
          and maintenance and repairs are expensed in the period incurred.

                         Building                      39 years

                         Machinery and Equipment        5 years

                         Furniture and Fixtures         7 years




                                      F-9
<PAGE>
                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          INCOME TAXES

          The Company has adopted the provisions of Financial Accounting
          Standards Board Statement No. 109 (FASB109), Accounting for Income
          Taxes. The Company accounts for income taxes pursuant to FASB 109,
          which requires an asset and liability approach to calculating deferred
          income taxes. The asset and liability approach requires the
          recognition of deferred tax liabilities and assets for the expected
          future tax consequences of temporary differences between the carrying
          amounts and the tax basis of assets and liabilities.

          EARNINGS (LOSS) PER SHARE OF COMMON STOCK

          Historical net income (loss) per common share is computed using the
          weighted average number of common shares outstanding. Diluted earnings
          per share (EPS) includes additional dilution from common stock
          equivalents, such as stock issuable pursuant to the exercise of stock
          options and warrants. Common stock equivalents were not included in
          the computation of diluted earnings per share when IEMI reported a
          loss because to do so would be antidilutive for the periods presented.

          The following is a reconciliation of the computation for basic and
          diluted EPS.

                                                  December 31,    December 31,
                                                     2001            2000
                                                  ------------    -----------
          Net loss                                $(1,131,723)    $ (164,335)
                                                  ===========     ==========

          Weighted-average
           Common shares outstanding (Basic)       11,037,877      3,500,000

          Weighted-average common stock
           equivalents:
            Stock options                                  --             --
            Warrants                                       --             --


          Weighted-average common shares
           outstanding:
            (Diluted)                              11,037,877      3,500,000
                                                  ===========     ==========


          Options and warrants outstanding to purchase stock were not included
          in the computation of diluted EPS because inclusion would have been
          antidilutive.




                                      F-10
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000


NOTE 3 -  PROPERTY, PLANT AND EQUIPMENT

          Property, plant and equipment as of December 31, 2001 and 2000 are as
          follows:

                                                        2001         2000
                                                     ---------     ---------
          Land                                       $  50,000     $  50,000
          Building                                     126,058       127,058
          Machinery and equipment                       62,082        56,562
          Furniture and fixtures                        11,720        11,720
                                                     ---------     ---------
                                                       250,860       245,340
          Less: accumulated depreciation              (122,008)     (113,903)
                                                     ---------     ---------
                                                     $ 128,852     $ 131,437
                                                     =========     =========

          Depreciation expense for the years ended December 31, 2001 and 2000
          were $8,105 and $9,848, respectively.





                                      F-11
<PAGE>


                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000


NOTE 4 -  NOTES AND MORTGAGES PAYABLE

          Notes and mortgages payable at December 31, 2001 and 2000 consist of
          the following:

                                                            2001        2000
                                                          --------    --------
          Note payable, individual, 12.9% interest
          secured by mortgage on the Company's land
          and building, monthly payments of $1,469
          maturing September 2013.                        $105,422    $109,367

          Note payable, incurred to settle a
          litigation, payable in monthly
          installments of $1,200, maturing
          in 2002.                                           9,600      24,000

          Note payable, individual, 18% interest,
          secured by second mortgage on the
          Company's land and building maturing
          May 2003.                                          6,979          --

          Other notes payable                                   --         946
                                                          --------    --------
                                                          $122,001    $134,313
                                                          ========    ========


          Maturities over the next five years and
          in the aggregate are as follows:

          Year Ending
          December 31,
          ------------

             2002                                         $ 20,696
             2003                                            4,681
             2004                                            5,322
             2005                                            6,051
             2006                                            6,879
          Thereafter                                        78,372
                                                          --------
                                                          $122,001
                                                          ========


                                      F-12
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000


NOTE 5 -  NOTES PAYABLE - RELATED PARTIES

          The Company has borrowed $523,772 and $67,591 at December 31, 2001 and
          2000, respectively from officer's of the Company, family members of
          the officers and from other entities under common ownership of the
          officers. Management does not intend to repay these notes in full over
          the next year (see Note 8). Generally, these advances are non-interest
          bearing.

NOTE 6 -  STOCKHOLDERS' (DEFICIT)

          On May 12, 1998, the Company amended its Article of Incorporation to
          increase their authorized shares of common stock from 25,000 to
          25,000,000.

          On June 16, 1998, 1,500,000 shares of common stock were issued and
          1,000,000 shares were issued in 1999. In the year 2001, there were
          2,000,000 shares issued to consultants, 11,151,508 shares issued for
          debenture conversions and 6,000,000 shares issued to the former owner
          of Broward Recycling, Inc. that was held up from prior years by Global
          Asset Management Group.

          The 1,000,000 shares that were issued to Global Asset Management Group
          ("Global") may not be recovered. The Company believes that due to
          Global being in bankruptcy, that this previous stock subscription
          receivable recorded will not be collectable. Therefore, the Company
          has written off this receivable and offset additional paid-in capital.

NOTE 7 -  PROVISION FOR INCOME TAXES

          The Company recognizes deferred tax assets and liabilities due to
          differences between the tax bases of existing assets and liabilities
          and their financial statement carrying amounts. The tax differences,
          which are temporary, relate to the cumulative net operating losses
          approximating $1,500,000 expiring through 2015.

          Deferred tax benefit                       $ 510,000
          Valuation allowance                         (510,000)
                                                     ---------
                                                     $     -0-
                                                     =========

          Due to the uncertainty of utilizing the net operating losses and
          recognizing the deferred tax benefit an offsetting valuation allowance
          has been provided.






                                      F-13
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000


NOTE 8 -  GOING CONCERN

          As shown in the accompanying consolidated financial statements, the
          Company incurred substantial net losses for the years ended December
          31, 2001 and 2000. There is no guarantee whether the Company will be
          able to generate enough revenue and/or raise capital to support those
          operations. This raises substantial doubt about the Company's ability
          to continue as a going concern.

          Management also states that they are confident that they can improve
          operations and raise the appropriate funds to grow their underlying
          business and acquire other businesses.

          The consolidated financial statements do not include any adjustments
          that might result from the outcome of these uncertainties.







                                      F-14

<PAGE>
                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

                                     ASSETS

<TABLE>
<CAPTION>

                                                                                   2001              2000
                                                                                 --------          --------
<S>                                                                              <C>               <C>
CURRENT ASSETS
   Cash on hand                                                                  $  5,517          $  2,889
   Inventory                                                                        7,750            12,544
   Loans to shareholders                                                           14,000            29,564
   Loans receivable                                                                10,000                --
   Prepaid expenses                                                                    --               813
                                                                                 --------          --------

          TOTAL CURRENT ASSETS                                                     37,267            45,810
                                                                                 --------          --------
PROPERTY, PLANT AND EQUIPMENT (Net of $122,008 and $113,903 accumulated
   depreciation at December 31, 2001 and
   2001, respectively)                                                            128,852           131,437
                                                                                 --------          --------
OTHER ASSETS
   Deferred costs (Net of $1,389 and $961
   accumulated amortization at December 31, 2001
   and 2000, respectively)                                                          5,020             5,448
   Deposits                                                                           639               639
                                                                                 --------          --------
          TOTAL OTHER ASSETS                                                        5,659             6,087
                                                                                 --------          --------
TOTAL ASSETS                                                                     $171,778          $183,334
                                                                                 ========          ========

</TABLE>




               The accompanying notes are an integral part of the
                       consolidated financial statements.




                                      F-15
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)


<TABLE>
<CAPTION>
                                                                       2001                  2000
                                                                    -----------           -----------
<S>                                                                 <C>                   <C>
CURRENT LIABILITIES
   Accounts payable and accrued expenses                            $    97,797           $    25,630
   Notes and mortgages payable - current portion                         20,696                72,159
   Customer deposits                                                     24,533                14,989
                                                                    -----------           -----------

          TOTAL CURRENT LIABILITIES                                     143,026               112,778
                                                                    -----------           -----------

LONG-TERM LIABILITIES
   Notes payable - related parties                                      523,772                67,591
   Debentures payable                                                    54,812                    --
   Notes and mortgages payable - net of current portion                 101,305                62,154
                                                                    -----------           -----------

          TOTAL LONG-TERM LIABILITIES                                   679,889               129,745
                                                                    -----------           -----------

TOTAL LIABILITIES                                                       822,915               242,523
                                                                    -----------           -----------

STOCKHOLDERS' (DEFICIT)
   Common stock, $.001 Par Value 25,000,000 shares
   authorized; 23,651,508 and 3,500,000 issued and
   outstanding at December 31, 2001 and 2000, respectively               23,652                 3,500
   Additional paid-in capital                                         1,203,594               683,971
   Accumulated (deficit)                                             (1,878,383)             (746,660)
                                                                    -----------           -----------

          TOTAL STOCKHOLDERS' (DEFICIT)                                (651,137)              (59,189)
                                                                    -----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT)                                                           $   171,778           $   183,334
                                                                    ===========           ===========


</Table>


               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                      F-16
<PAGE>

                              IEMI AND SUBSIDIARIES

                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                     2001                  2000
                                                 ------------           ------------
<S>                                              <C>                    <C>
REVENUES                                         $    821,213           $    915,630

COST OF GOODS SOLD                                    660,476                712,429
                                                 ------------           ------------

GROSS PROFIT                                          160,737                203,201

SELLING, GENERAL AND ADMINISTRATIVE
   EXPENSES                                         1,251,588                345,344
                                                 ------------           ------------

LOSS BEFORE OTHER INCOME (EXPENSES)                (1,090,851)              (142,143)
                                                 ------------           ------------

OTHER INCOME (EXPENSES)
   Interest income                                         --                    847
   Miscellaneous income                                    --                  1,203
   Loss on disposition of equipment                        --                 (4,613)
   Interest expense                                   (40,872)               (19,629)
                                                 ------------           ------------

          TOTAL OTHER INCOME (EXPENSES)               (40,872)               (22,192)
                                                 ------------           ------------

NET LOSS APPLICABLE TO COMMON SHARES             $ (1,131,723)          $   (164,335)
                                                 ============           ============

NET LOSS PER BASIC AND DILUTED SHARES            $    (0.1025)          $    (0.0470)
                                                 ============           ============

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                                        11,037,877              3,500,000
                                                 ============           ============


</Table>



               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                      F-17
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                      STATEMENTS OF STOCKHOLDERS' (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                                  Additional
                                               Common Stock                        Paid-In         Accumulated
                                                 #Shares          Amount           Capital           Deficit            Total
                                               -----------      -----------      -----------       -----------       -----------
<S>                                              <C>            <C>              <C>               <C>               <C>
BALANCE - January 1, 2000                        3,500,000      $     3,500      $   679,471       $  (582,325)      $   100,646

   Contribution                                         --               --            4,500                --             4,500

   Net loss                                             --               --               --          (164,335)         (164,335)
                                               -----------      -----------      -----------       -----------       -----------

BALANCE - December 31, 2000                      3,500,000            3,500          683,971          (746,660)          (59,189)

Shares issued for subscription receivable        1,000,000            1,000          499,000                --           500,000

Write off of subscription receivable                    --               --         (500,000)               --          (500,000)

Shares issued to founder - exchange              6,000,000            6,000               --                --             6,000

Shares issued for services                       2,000,000            2,000          798,000                --           800,000

Shares issued for debentures                    11,151,508           11,152          (11,152)               --                --

Reclassification from addiltional paid-in
  capital to notes payable, net                         --               --         (266,225)               --          (266,225)

Net loss                                                --               --               --        (1,131,723)       (1,131,723)
                                               -----------      -----------      -----------       -----------       -----------

BALANCE - December 31, 2001                     23,651,508      $    23,652      $ 1,203,594       $(1,878,383)      $  (651,137)
                                               ===========      ===========      ===========       ===========       ===========

</TABLE>




               The accompanying notes are an integral part of the
                       consolidated financial statements.




                                      F-18
<PAGE>

                              IEMI AND SUBSIDIARIES

                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                          2001                 2000
                                                                      -----------           -----------
<S>                                                                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                           $(1,118,287)          $  (164,335)
                                                                      -----------           -----------

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
USED IN OPERATING ACTIVITIES:
   Depreciation                                                             8,105                 9,848
   Amortization                                                               428                   535
   Common stock issued for consulting services                            800,000                    --
   Common stock issued for receivable                                       6,000                    --
CHANGES IN ASSETS AND LIABILITIES:
   (Increase) Decrease in prepaid expenses                                    813                  (813)
   Decrease in inventory                                                    4,794                 6,623
   Decrease in receivables                                                     --               126,500
   Increase in accounts payable                                            72,167                 9,400
   Decrease in deposits                                                        --                  (298)
   Increase (Decrease) in customer deposits                                 9,544                (3,164)
                                                                      -----------           -----------
          TOTAL ADJUSTMENTS                                               901,851               148,631
                                                                      -----------           -----------

          NET CASH USED IN OPERATING ACTIVITIES                          (216,436)              (15,704)
                                                                      -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   (Acquisition) disposition of fixed assets                               (5,520)               29,198
   (Increase) in loans receivable                                         (10,000)                   --
   (Increase) Decrease in loans - officers - net                           15,564               (29,564)
                                                                      -----------           -----------
          NET CASH USED IN INVESTING ACTIVITIES                                44                  (366)
                                                                      -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on notes and mortgage payables, net                           (12,312)              (53,132)
   Proceeds from additional paid-in capital and common stock                   --                 4,500
   Proceeds from notes receivable - related parties - net                 183,332                67,591
   Proceeds from debentures, net                                           48,000                    --
                                                                      -----------           -----------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                       219,020                18,959
                                                                      -----------           -----------

NET INCREASE IN CASH                                                        2,628                 2,889
CASH - BEGINNING OF YEAR                                                    2,889                    --
                                                                      -----------           -----------
CASH - END OF YEAR                                                    $     5,517           $     2,889
                                                                      ===========           ===========

</Table>


               The accompanying notes are an integral part of the
                       consolidated financial statements.




                                      F-19
<PAGE>

                              IEMI AND SUBSIDIARIES
                      (FORMERLY INTERNATIONAL ENVIRONMENTAL
                        MANAGEMENT, INC. AND SUBSIDIARY)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                               2001             2000
                                                                            ---------         --------
<S>                                                                         <C>               <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:

CASH PAID DURING THE YEAR FOR:
   Interest                                                                 $ 28,217          $ 19,629
                                                                            ========          ========

SUPPLEMENTAL DISCLOSURE OF NON-CASH
INFORMATION:

   Common stock issued for consulting services                              $800,000          $     --
                                                                            ========          ========

   Reclassification of additional paid-in capital to notes payable          $266,225          $     --
                                                                            ========          ========

   Common stock issued for debentures                                       $  6,624          $     --
                                                                            ========          ========

   Common stock issued for receivable                                       $  6,000          $     --
                                                                            ========          ========




</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                      F-20