U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K

     [x] Annual report under Section 13 or 15 (d) of the Securities Exchange
           Act of 1934 (No fee required, effective October 7, 1996.)

                   For the fiscal year ended December 31, 1999

         [ ] Transition report under Section 13 or 15(d) of the Securities
             Exchange Act of 1934 (No fee required)

         For the transition period from _____________ to _____________ .

                         Commission file number 33-20582

                                 Equity AU, Inc.
                 (Name of Small Business Issuer in Its Charter)

              Delaware                                 75-2276137
 (State or Other Jurisdiction of                   (I.R.S. Employer
  Incorporation or Organization)                   Identification No.)

          P.O. Box 940037, Maitland, Florida          32794-0037
      (Address of Principal Executive Offices)         (Zip Code)

                                 (407) 647-3952
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                 Class A Common Stock, par value $.001 per share
                                (Title of Class)

<PAGE>

         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 [ ] No
[ x ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Note 1:  Form 10K

         This form 10K reflects the audited  financial  statements of Equity AU,
Inc. for the year ended December 31, 1999  performed by HJ & Associates,  L.L.C.
(formerly Jones, Jensen, and Company) of Salt Lake City, Utah.

         The issuer's revenues for the year ended December 31, 1999 were $0.

         The aggregate  market value of the voting stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock, as of October 28, 1999 was $292,667.

         The number of shares  outstanding of the issuer's common equity,  as of
December 31, 1999 was 9,972,350 shares.

         Transitional  Small Business  Disclosure Format (check one):
                                 Yes [ ] No [x]

<PAGE>

                                     PART I

Item 1.   Business.

GENERAL

          Reference is hereby made to item 1 of the previously filed 10K/A.


HISTORY AND CURRENT ACTIVITY

          Reference is hereby made to item 1 of the previously filed 10K/A.


Item 2.   Properties.

          Reference is hereby made to item 2 of the previously filed 10K/A.

Item 3.   Legal Proceedings.

          Reference is hereby made to item 3 of the previously filed 10K/A.

Item 4.   Submission of Matters to a Vote of Security Holders.

          Reference is hereby made to item 4 of the previously filed 10K/A.


<PAGE>

                                     PART II

Item 5.   Market for Common Equity & Related Stockholder Matters.

          Reference is hereby made to item 5 of the previously filed 10K/A.


RECENT SALES OF UNREGISTERED SECURITIES

         On June 6,  1997 the  Company  issued  8,900,000  restricted  shares to
General  Enterprises  and Trading  Company (Isle of Man) Ltd. for the promise to
loan  the  Company  $100,000  and to  pledge  to the  Company  a  Capital  Asset
Certificate for $5,000,000.  These shares were exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933.

         On October 3, 1997 the  Company  repaid  indebtedness  to various  note
holders by issuing  257,500  shares of its common stock.  The shares were exempt
from registration pursuant to Sections 4(2) or 3(b) under the Securities Act.

         On  October 3, 1997 the  Company  issued  1,029,500  shares to the past
president  of  the  Company  for  wages  owed.   The  shares  were  exempt  from
registration pursuant to Sections 4(2) or 3(b) under the Securities Act.

         On June 8, 1998 the Company issued  1,123,984 shares to the Chairman of
the  Company  for debt and related  interest  owed.  The shares were exempt from
registration pursuant to Sections 4(2) of 3(b) under the Securities Act.

Item 6. Management's  Discussion & Analysis of Financial  Condition & Results of
Operations.

         Statements  made or  incorporated  in this  report  include a number of
forward-looking statements within the meaning of Section 27(a) of the Securities
Act  of  1933  and  Section  21(e)  of the  Securities  Exchange  Act  of  1934.
Forward-looking  statements include,  without limitation,  statements containing
the words "anticipates",  "believes",  "expects", "intends", "future", and words
of similar import which express management's belief,  expectations or intentions
regarding the Company's future performance or future events or trends.  Reliance
should not be place on forward-looking statements because they involve known and
unknown risks,  uncertainties and other factors, which may cause actual results,
performance or achievements of the Company to differ materially from anticipated
future  results,  performance  or  achievements  expressly  or  implied  by such
forward-looking statements. In addition, the Company undertakes no obligation to
publicly update or revise any forward-looking statement,  whether as a result of
new information, future events or otherwise.

RESULTS OF OPERATIONS

For the Year Ended  December  31,1999  compared to the Year Ended  December  31,
1998.

<PAGE>

         During the year ended December 31, 1999 the Company had no operations.

         General and administrative expenses were $157,286 for the year of 1999.
Expenses  include  the rental of office  space and  consulting  fees to keep the
corporation  current and dividends on preferred stock. Any changes in the profit
and loss accounts are due to the terminated  operations.  The Company recorded a
net loss of $157,286 in 1999, compared to $146,688 in 1998.

For the Year Ended  December 31, 1998  compared to the Years Ended  December 31,
1997 and December 31, 1996.

         During the year ended  December  31, 1996 the Company  briefly  resumed
mining operations which had been terminated in 1994.  Operations yielded $413 of
gold sales to the Dallas Gold  Exchange.  The cost of contract  labor to produce
the gold was  $15,569,  resulting in a gross  profit of  ($15,156).  During 1995
there were no mining operations.

         General and administrative expenses increased $96,770, 51%, to $287,836
during fiscal 1996 from $191,066  during fiscal 1995.  These expenses  primarily
include  professional  fees,  salary  to the  Company's  president  and  accrued
dividend expense. In 1997, General and administrative  expenses were $55,790,due
to the decrease in activity in attracting a merger or development candidate.  In
1998, these expenses increased to $146,688.

         The Company had other  income of $99,968  during  fiscal 1996  compared
with other  expense of ($19,048)  during  fiscal  1995.  The  difference  is due
primarily  to the gain  recognized  when notes  payable  were called due and the
pledged assets were  foreclosed on. The assets had previously  been written down
to salvage value during prior years.  The Company had no other income in 1997 or
1998.

         The Company  experienced a net loss of $203,024 in fiscal 1996 compared
with a net loss of $212,633 in fiscal 1995. The net loss in 1997 was $63,553 and
the net loss in 1998 was $150,823.

LIQUIDITY AND CAPITAL RESOURCES

         At  December  31,  1999,  the  Company  had  $1,011 in assets and total
stockholders  deficit of  $(321,335)  compared  with total  assets of $4,820 and
total  stockholders  deficit of  $(142,408)at  December  31,  1998.  The Company
borrowed $61,000 from Kentrust, Inc., whose CEO is a director of the Company, in
1998,for  general  operating  expenses.  In 1999,  an  additional  $104,500  was
borrowed from  Kentrust,Inc.  During 1999 the entire sum of $165,500  became due
and began accruing interest. The Company also incurred a late payment penalty of
$16,550.  Kentrust,  Inc. has been paying the  expenses of the Company  until an
acquisition or merger is effected. There is no assurance that Kentrust, Inc. can
or will,  continue to fund the company company and no assurance as to when or if
the company will be able to find a merger or acquisition company.

         At December  31,  1997,  the  Company had total  assets of $0 and total
stockholders  deficit of $(135,181) compared with total assets of $154 and total
stockholders  deficit of $(335,967) at December 31, 1996.  The decrease in total
assets  of  $171,774,  between  1995  and  1996 is due to the  write  off of the
Company's property and equipment upon foreclosure by a note holder for which the
property and equipment had been pledged.  Total liabilities at December 31, 1996
increased $31,250, 10%, from $304,871 to $336,121. The increase is due primarily
to the accrual for dividends payable of $114,766.

<PAGE>

Item 7.   Financial Statements and Supplementary Data.

         The following financial  statements and documents are filed herewith on
the pages listed below, as part of Item 7 of this report.

         The December 31, 1999 audited Financial  Statements,  and the March 31,
2000  Financial  Statements.  The  balance  sheet of the Company and the related
statement of  operations  for 1998 were audited and filed from  inception of the
development stage to December 31, 1998.


Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

         There are no disagreements with the independent  accountants,  nor have
there been any changes in  accounting  firms.  Management  has  continued to use
services of Jones,Jensen and Company,  now HJ & Associates,  Salt Lake City,Utah
to perform the audits for year end December 31, 1999,  and the First Quarter for
the year 2000.

<PAGE>

                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                December 31, 1999


<PAGE>

                                 C O N T E N T S

Independent Auditors' Report............................................ F-3

Balance Sheets.......................................................... F-4

Statements of Operations................................................ F-5

Statements of Stockholders' Equity (Deficit)............................ F-6

Statements of Cash Flows............................................... F-10

Notes to the Financial Statements...................................... F-12


                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Equity Technologies & Resources, Inc.
(formerly Equity AU, Inc.)
(A Development Stage Company)
Maitland, Florida

We have  audited  the  accompanying  balance  sheets  of Equity  Technologies  &
Resources,  Inc.  (formerly Equity AU, Inc.) (a development stage company) as of
December 31, 1999 and the related statements of operations, stockholders' equity
(deficit),  and cash flows for the years  ended  December  31, 1999 and 1998 and
from inception of the development  stage on January 1, 1994 through December 31,
1999.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Equity  Technologies  &
Resources,  Inc.  (formerly Equity AU, Inc.) (a development stage company) as of
December 31, 1999 and the results of its  operations  and its cash flows for the
years ended December 31, 1999 and 1998,  and from  inception of the  development
stage on January 1, 1994 through  December 31, 1999 in conformity with generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial statements,  the Company is a development stage company with recurring
losses which raises  substantial  doubt about its ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 6. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.

HJ & Associates, LLC
Salt Lake City, Utah

May 30, 2000

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                                 Balance Sheets


                                     ASSETS

                                                                           December 31,
                                                                              1999
                                                                        -----------------
CURRENT ASSETS
<S>                                                                     <C>
   Cash                                                                 $           1,011
                                                                        -----------------

     Total Current Assets                                                           1,011
                                                                        -----------------

     TOTAL ASSETS                                                       $           1,011
                                                                        =================


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                                     $          19,424
   Accrued expenses (Note 2)                                                       80,422
   Dividends payable (Note 4)                                                      25,000
   Notes payable (Note 3)                                                          32,000
   Notes payable - related party (Note 3)                                         165,500
                                                                        -----------------

     Total Current Liabilities                                                    322,346
                                                                        -----------------

     Total Liabilities                                                            322,346
                                                                        -----------------

CONTINGENCIES AND COMMITMENTS (Note 2)

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock, Class A, $1.00 par value, 2,000,000 shares
    authorized, 50,000 shares issued and outstanding                               50,000
   Preferred stock, Class B, $1.00 par value, 300,000 shares
    authorized, -0- shares issued and outstanding                                  -
   Preferred stock, Class C, $1.00 par value, 100,000 shares
    authorized, -0- shares issued and outstanding                                  -
   Common stock, Class A, $0.001 par value, 99,900,000 shares
    authorized, 9,972,350 shares issued and outstanding                             9,972
   Common stock, Class B, $0.01 par value, 100,000 shares
    authorized, 100,000 shares issued and outstanding                               1,000
   Additional paid-in capital                                                  12,324,191
   Accumulated deficit                                                        (12,706,498)
                                                                        -----------------

     Total Stockholders' Equity (Deficit)                                        (321,335)
                                                                        -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)               $           1,011
                                                                        =================
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                            Statements of Operations


                                                                                                     From
                                                                                                 Inception of the
                                                                                                    Development
                                                                                                      Stage
                                                                                                   on January 1,
                                                                                               For the Years Ended
                                                                      December 31,                 1994 Through
                                                        --------------------------------------     December 31,
                                                                1999                1998                2000
                                                        ------------------  ------------------  ------------------
<S>                                                     <C>                 <C>                 <C>
REVENUES                                                $           -       $           -       $           -
                                                        ------------------  ------------------  ------------------

EXPENSES

   General and administrative                                      157,286             146,688             414,372
                                                        ------------------  ------------------  ------------------

   Total Expenses                                                  157,286             146,688             414,372
                                                        ------------------  ------------------  ------------------

LOSS FROM OPERATIONS                                              (157,286)           (146,688)           (414,372)
                                                        ------------------  ------------------  ------------------

OTHER INCOME (EXPENSE)

   Interest expense                                                (21,592)             (4,135)            (30,833)
                                                        ------------------  ------------------  ------------------

     Total Other Income (Expense)                                  (21,592)             (4,135)            (30,833)
                                                        ------------------  ------------------  ------------------

LOSS BEFORE DISCONTINUED
 OPERATIONS                                                       (178,877)           (150,823)           (445,205)

LOSS ON DISCONTINUED
 OPERATIONS                                                         -                   -               (3,870,504)
                                                        ------------------  ------------------  ------------------

NET LOSS                                                $         (178,877) $         (150,823) $       (4,315,709)
                                                        ==================  ==================  ==================

BASIC LOSS PER SHARE                                    $            (0.02) $            (0.02)
                                                        ==================  ==================

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                       9,972,350           7,407,442
                                                        ==================  ==================
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
 From Inception of the Development Stage on January 1, 1994 to December 31, 1999


                                                 Preferred Stock - A            Preferred Stock - B          Preferred Stock - C
                                 -----------------------------------------------------------------------------------------------
                                     Shares          Amount         Shares          Amount        Shares          Amount
                                 ------------    ------------   ------------    ------------   -----------   -----------
<S>                                  <C>        <C>               <C>           <C>            <C>           <C>
Balance, January 1, 1994              148,000    $    148,000         78,500    $     78,500        -        $      -

Preferred stock issued for
 cash at $1.00 per share               -               -             203,500         203,500         6,000           6,000

Preferred stock issued for
 services at $1.00 per share           -               -               6,200           6,200         4,200           4,200
                                 ------------    ------------   ------------    ------------   -----------   -------------

Balance
 December 31, 1994                    148,000         148,000        288,200         288,200        10,200          10,200
                                 ------------    ------------   ------------    ------------   -----------   -------------

Balance
 December 31, 1995                    148,000         148,000        288,200         288,200        10,200          10,200
                                 ------------    ------------   ------------    ------------   -----------   -------------

Balance
 December 31, 1996                    148,000         148,000        288,200         288,200        10,200          10,200

Shares converted to
 Class A common stock                  -               -              (5,000)         (5,000)       -               -

Shares converted to
 Class A common stock                  -               -             (11,000)        (11,000)       -               -

Canceled shares                       (98,000)        (98,000)      (272,200)       (272,200)      (10,200)        (10,200)
                                 ------------    ------------   ------------    ------------   -----------   -------------

Balance
 December 31, 1997                     50,000          50,000         -               -             -               -
                                 ------------    ------------   ------------    ------------   -----------   --------

Balance,
 December 31, 1998                     50,000          50,000         -               -             -               -
                                 ------------    ------------   ------------    ------------   -----------   --------

Balance,
 December 31, 1999                     50,000    $     50,000         -         $     -             -        $      -
                                 ============    ============   ============    ============   ===========   =============
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       F-6
<PAGE>
<TABLE>
<CAPTION>
                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
 From Inception of the Development Stage on January 1, 1994 to December 31, 1999



                                        Class A Common                 Class B Common         Additional
                                 -----------------------------------------------------------    Paid-in       Accumulated
                                    Shares           Amount        Shares           Amount      Capital          Deficit
                                 ------------    ------------   ------------    ------------  -------------  -------------
<S>                                   <C>        <C>                 <C>        <C>           <C>            <C>
Balance
 January 1, 1994                      571,254    $        570        100,000    $      1,000  $  11,216,634  $  (8,390,740)

Common stock issued for
 services at $0.10 per share           35,000              35         -               -              95,071         -

Common stock issued for
 services at $0.10 per share            4,598               5         -               -              45,974         -

Common stock issued for
 dividends at $0.11 per share           1,619               2         -               -              17,715         -

Net loss for the year ended
 December 31, 1994                     -               -              -               -              -          (3,563,526)
                                 ------------    ------------   ------------    ------------  -------------  -------------

Balance,
 December 31, 1994                    612,471             612        100,000           1,000     11,375,394    (11,954,266)

Common stock issued for
 cash at $0.01 per share              270,789             271         -               -             184,029         -

Common stock issued for
 services at $1.05 per
 share                                 25,000              25         -               -              26,225         -

Common stock issued for
 dividends at $10.94 per
 share                                  1,619               2         -               -              17,715        (17,717)

Common stock issued for
 dividends at $10.93 per
 share                                  1,353               1         -               -              14,799        (14,800)

Net loss for the year ended
 December 31, 1995                     -               -              -               -              -            (212,633)
                                 ------------    ------------   ------------    ------------  -------------  -------------

Balance,
 December 31, 1995                    911,232             911        100,000           1,000     11,618,162    (12,199,416)

Net loss for the year ended
 December 31, 1996                     -               -              -               -              -             (61,828)
                                 ------------    ------------   ------------    ------------  -------------  -------------

Balance
 December 31, 1996                    911,232    $        911        100,000    $      1,000  $  11,618,162  $ (12,261,244)
                                 ------------    ------------   ------------    ------------  -------------  -------------
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       F-7
<PAGE>
<TABLE>
<CAPTION>
                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
 From Inception of the Development Stage on January 1, 1994 to December 31, 1999

                                        Class A Common                 Class B Common         Additional
                                 -----------------------------------------------------------    Paid-in       Accumulated
                                    Shares           Amount        Shares           Amount      Capital          Deficit
                                 ------------    ------------   ------------    ------------  -------------  -------------
<S>                                   <C>        <C>                 <C>        <C>           <C>            <C>
Balance
 December 31, 1996                    911,232    $        911        100,000    $      1,000  $  11,618,162  $ (12,261,244)

Stock issued in exchange
 for preferred B stock at
 $6.25 per share                          800               1         -               -               4,999         -

Fractional shares issued                  315          -              -               -                   1         -

Stock issued for services
 at $0.06 per share                   200,000             200         -               -              11,800         -

Stock issued for debt
 at $0.20 per share                   257,500             258         -               -              51,242         -

Stock issued for services
 at $0.10 per share                 1,029,500           1,030         -               -             100,970         -

Stock issued for services
 at $0.06 per share                    20,000              20         -               -               1,180         -

Stock issued in exchange
 for preferred B stock
 at $6.88 per share                     1,599               2         -               -              10,998         -

Contributed capital on

 cancellation of shares                (8,402)             (9)        -               -             388,802         -

Net loss for the year ended
 December 31, 1997                     -               -              -               -              -            (115,504)
                                 ------------    ------------   ------------    ------------  -------------  -------------

Balance
 December 31, 1997                  2,412,544    $      2,413        100,000    $      1,000  $  12,188,154  $ (12,376,748)
                                 ------------    ------------   ------------    ------------  -------------  -------------
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       F-8
<PAGE>
<TABLE>
<CAPTION>
                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
 From Inception of the Development Stage on January 1, 1994 to December 31, 1999


                                        Class A Common                 Class B Common         Additional
                                 -----------------------------------------------------------    Paid-in       Accumulated
                                    Shares           Amount        Shares           Amount      Capital          Deficit
                                 ------------    ------------   ------------    ------------  -------------  -------------
<S>                                   <C>        <C>                 <C>        <C>           <C>            <C>
Balance
 December 31, 1997                  2,412,544    $      2,413        100,000    $      1,000  $  12,188,154  $ (12,376,748)

Reversal of cancellation of
 common A shares                      214,000             214         -               -                (214)        -

Shares issued at $0.063 per
 share to repay note payable           86,841              86         -               -               5,384         -

Shares issued to officer at
 $0.063 per shares for consulting
 services rendered                      6,836               7         -               -                 424         -

Shares issued at $0.063 per
 share to officer for consulting
 services rendered                  1,123,984           1,124         -               -              70,030         -

Shares issued at $0.063 per
 share to officer for consulting
 services rendered                    128,145             128         -               -               7,955         -

Shares issued to officer to
 pay off note payable for
 consulting services rendered       6,000,000           6,000         -               -              52,458         -

Net loss for the year ended
 December 31, 1998                     -               -              -               -              -            (150,873)
                                 ------------    ------------   ------------    ------------  -------------  -------------

Balance, December 31, 1998          9,972,350           9,972       100,000            1,000     12,324,191    (12,527,621)

Net loss for the year ended
 December 31, 1999                     -               -              -               -              -            (178,877)
                                 ------------    ------------   ------------    ------------  -------------  -------------

Balance, December 31, 1999          9,972,350    $      9,972        100,000    $      1,000     12,324,191  $ (12,706,498)
                                 ============    ============   ============    ============  =============  =============
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       F-9
<PAGE>
<TABLE>
<CAPTION>
                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                            Statements of Cash Flows

                                                                                                       From
                                                                                                 Inception of the
                                                                                                    Development
                                                                                                       Stage
                                                                                                   on January 1,
                                                                     December 31,              For the Years Ended
                                                        --------------------------------------      1994 Through
                                                                1999                1998            December 31,            2000
                                                        ------------------  ------------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                     <C>                 <C>                 <C>
   Net loss                                             $         (178,877) $         (150,873) $       (4,315,708)
   Adjustments to reconcile net loss to
    net cash used by operating activities:
     Common stock issued for services                               -                   79,718             284,815
     Preferred stock issued for services                            -                   -                   10,400
     Depreciation and amortization                                  -                   -                   70,532
     Bad debt expense                                               -                   -                  129,240
     Discontinued operations                                        -                   -                2,820,586
     Dividend expense                                               -                   -                   29,801
   Changes in operating assets and liabilities:

   Decrease in accounts receivable                                  -                   -                   20,921
   Increase (decrease) in accounts payable                          23,027                 379               1,626
   Increase (decrease) in accrued expenses                          21,541               9,126              62,264
                                                        ------------------  ------------------  ------------------

     Net Cash Used by Operating Activities                        (134,309)            (61,650)           (885,523)
                                                        ------------------  ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of equipment                                            -                   -                   (3,201)
   Sale of land                                                     -                   -                   64,000
                                                        ------------------  ------------------  ------------------

     Net Cash Provided by Investing Activities                      -                   -                   60,799
                                                        ------------------  ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Sale of common stock                                             -                   -                  287,800
   Sale of preferred stock                                          -                   -                  209,500
   Proceeds from long-term debt                                    130,500              66,470             333,935
   Principle payments on long-term debt                             -                   -                   (5,500)
                                                        ------------------  ------------------  ------------------

     Net Cash Provided by Financing Activities                     130,500              66,470             825,735
                                                        ------------------  ------------------  ------------------

NET INCREASE (DECREASE) IN CASH                                     (3,809)              4,820               1,011

CASH AT BEGINNING OF PERIOD                                          4,820              -                   -
                                                        ------------------  ------------------  -------------

CASH AT END OF PERIOD                                   $            1,011  $            4,820  $            1,011
                                                        ==================  ==================  ==================
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-10
<PAGE>
<TABLE>
<CAPTION>
                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                      Statements of Cash Flows (Continued)

                                                                                                       From
                                                                                                 Inception of the
                                                                                                    Development
                                                                                                       Stage
                                                                                                   on January 1,
                                                                     December 31,              For the Years Ended
                                                        --------------------------------------      1994 Through
                                                                1999                1998            December 31,            2000
                                                        ------------------  ------------------  ------------------
Cash paid during the year for:
<S>                                                     <C>                 <C>                 <C>
   Interest                                             $           -       $           -       $            8,509
   Income taxes                                         $           -       $           -       $           -

NON-CASH FINANCING:

   Common stock issued for services                     $           -       $           79,668  $          284,815
   Preferred stock issued for services                  $           -       $           -       $           10,400
   Common stock issued for dividends                    $           -       $           -       $           50,234
   Paid-in capital through cancellation of
    preferred stock                                     $           -       $           -       $          380,400
   Paid-in capital through cancellation of
    common stock                                        $           -       $           -       $            8,394
   Common stock issued for debt                         $           -       $           -       $          115,428
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-11
<PAGE>

                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE 1 -      NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  History

              The  Company  was  organized  on  March  4,  1988  as  a  Delaware
              corporation  under the name Sherry Lynn  Corporation.  The Company
              was  organized  as a public  company  for the purpose of finding a
              suitable combination partner.

              On December 6, 1988, the Company  changed its name to Equity Gold,
              Inc. The number of shares of common stock  authorized to be issued
              changed from 50,000,000 to 150,000,000  with a par value of $0.001
              per share of common stock.

              On December 14, 1989, the Company merged with Gold Equity, Inc., a
              Delaware  corporation.  The surviving corporation was Equity Gold,
              Inc.

              On  February 7, 1989,  the Company  changed its name to Equity AU,
              Inc.

              On April 14, 1989,  the Company  changed the number of  authorized
              shares of common stock to 99,900,000.

              On November 7, 1991, the Company  authorized  2,000,000  shares of
              preferred stock with a par value of $1.00 each.

              On February 19, 1992, the Company authorized  99,900,000 shares of
              Class A common  shares  with a par value of $0.001 per share.  The
              Company  authorized 100,000 shares of Class B common shares with a
              par value of $0.01 per share.

              In January,  2000, the Company elected to change its official name
              from Equity AU, Inc. to Equity Technologies & Resources, Inc.

              The Company  engaged in research and  development  of a process to
              extract gold and other precious  metals on various real properties
              located in Arkansas. Partnerships were formed prior to 1994 by the
              Company or by affiliates of the Company to raise working  capital,
              acquire  mineral claims,  rights,  facilities and equipment and to
              explore for precious metals.  In 1994, the Company was notified by
              general partners of the partnerships that they were terminated and
              dissolved.

              The Company has had no  significant  operations  since August 1993
              and  entered  the  development  stage on January  1, 1994.  During
              September 1996, the Company resumed operations and again suspended
              operations in December  1996.  The Company can make no assumptions
              as to if and when operations will resume again.

              b.  Accounting Method

              The Company's financial  statements are prepared using the accrual
              method of  accounting.  The Company has elected a December 31 year
              end.

                                      F-12
<PAGE>

                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE 1 -      NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
              POLICIES (Continued)

              c.  Use of Accounting Estimates

              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires management to
              make certain  estimates  and  assumptions  that affect the amounts
              reported  in the  financial  statements  and  accompanying  notes.
              Actual results could differ from those estimates.

              d.  Basic Loss Per Share

              The  computation  of basic loss per share of common stock is based
              on the weighted  average  number of shares issued and  outstanding
              during the periods of the financial  statements as follows.  Fully
              diluted   loss  per  share  is  not   presented   because  of  the
              antidilutive nature of the common stock equivalents.

                                                        December 31,
                                               -----------------------------
                                                     1999          1998
                                               -------------  -------------

                  Numerator - loss             $    (178,877) $    (150,823)
                  Denominator - weighted
                   average number of shares
                   outstanding                     9,972,350      7,407,442
                                               -------------  -------------

                  Loss per share               $       (0.02) $       (0.02)
                                               =============  =============
              e.  Income Taxes

              The  Company  is subject to the  greater of federal  income  taxes
              computed under the regular system or the  alternative  minimum tax
              system.  The Company  adopted  Statement of  Financial  Accounting
              Standards No. 109,  "Accounting  for Income  taxes." The statement
              requires  the  use of an  asset  and  liability  approach  for the
              accounting and financial  reporting of income tax. No deferred tax
              asset has been  recognized for the operating loss  carryforward as
              it is more  likely  than  not  that  all or a  portion  of the net
              operating  loss will not be realized and any  valuation  allowance
              would reduce the benefit to zero.

              f.  Cash and Cash Equivalents

              For  purposes of  financial  statement  presentation,  the Company
              considers all highly liquid  investments  with a maturity of three
              months or less, from the date of purchase to be cash equivalents.

NOTE 2 -      CONTINGENCIES AND COMMITMENTS

              The Company owed $58,830 as of December 31, 1999 in federal taxes.
              Penalties  and  interest   continue  to  accrue.   Management  has
              determined that this will have no significant or material  adverse
              effect on the results of operations.

                                      F-13
<PAGE>

                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE 2 -      CONTINGENCIES AND COMMITMENTS (Continued)

              On December 31, 1997, the Company canceled 8,402 Class A shares of
              common stock.  These shares had been  authorized  for issue during
              prior  years.  No  details  were  available  as to whom the shares
              should  be issued  to.  Management  canceled  these  shares  which
              resulted in contributed capital of $8,394.

              On December 31, 1997, the Company  canceled 98,000 shares of Class
              A preferred stock,  272,200 shares of Class B preferred stock, and
              10,200 shares of Class C preferred  stock.  No record of owners of
              these shares could be determined.  The results of the cancellation
              of these shares was contributed capital of $380,400. All dividends
              associated  with the  canceled  shares  were  also  canceled.  The
              Company  may be liable to the owners of these  shares,  should the
              owners of these shares be identified.

              At December 31, 1998,  a creditor  made a claim for  approximately
              $20,000.  Management  contends  the  amount  is  not  owed  due to
              non-performance  by the  Lessor.  The  amount  has been due  since
              February 1994.

              At December 31, 1998,  a creditor  made a claim for  approximately
              $19,000.  Management  contends  the  amount  is  not  owed  due to
              non-performance  by the  creditor.  The  amount has been due since
              June 1996.

NOTE 3 -      NOTES PAYABLE

              Notes payable of the Company are as follows:
<TABLE>
<CAPTION>
                                                                                                    December 31,
                                                                                                       1999
                                                                                                ------------------
             <S>                                                                                <C>
              Unsecured notes payable to a related party,
              past due, bearing 12% interest.                                                   $          165,500

              Unsecured promissory notes bearing interest at 10%. Interest
              payable annually in either stock or cash, or both. The lenders may
              earn bonus distributions based on the productivity of mining
              operations.  Due on demand.                                                                    6,000

              Non-interest bearing notes payable to various
              parties, secured by guarantees of common
              stock. Due on demand.                                                                         26,000

              Non-interest bearing notes payable to related
              parties, secured by guarantees of common
              stock. Due on demand.                                                                         -
                                                                                                ------------------

              Balance forward                                                                   $          197,500
                                                                                                ------------------
                                      F-14
<PAGE>

                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE 3 -      NOTES PAYABLE (Continued)
                                                                                                   December 31,
                                                                                                       1999
                                                                                                ------------------
             <S>                                                                                <C>
              Balance forward                                                                   $          197,500

              Unsecured, non-interest bearing notes payable
               to various parties. Due on demand                                                           -

              Less related party notes                                                                    (165,500)
                                                                                                ------------------

              Total notes payable                                                                           32,000

              Less current portion                                                                         (32,000)
                                                                                                ------------------

              Total Long-Term Debt                                                              $           -
                                                                                                ==================


              Scheduled maturities of notes payable are as follows:

                    2000                                                                        $          197,500
                                                                                                ==================
</TABLE>

NOTE 4 -  CAPITAL STOCK

              a.  Preferred Stock - Series A

              The Company is authorized to issue 2,000,000  shares of non-voting
              preferred shares, at a par value of $1.00 per share.  These shares
              accrue a 10% dividend annually.  The cumulative amount of dividend
              was  $25,000   and   $20,000  at  December   31,  1999  and  1998,
              respectively.  These preferred shares are convertible into Class A
              common  stock at a conversion  rate of 5.5 common  shares for each
              preferred  share.  There were 50,000 shares issued and outstanding
              at December 31, 1999.

              Dividends  paid  during  1995  amounted  to  $17,717  for 1993 and
              $14,800 for 1994. No dividends have been paid since 1995.

              b.  Preferred Stock - Class B

              The company is authorized  to issue  300,000  shares of non-voting
              preferred shares, at a par value of $1.00 per share.  These shares
              accrue a 10%  dividend  payable  annually on June 30 of each year.
              The  cumulative  amount of dividend  was $-0- at December 31, 1999
              and 1998.  These  preferred  shares are  convertible  into Class A
              common  stock at a  conversion  rate of 16 common  shares for each
              preferred  share.  There were no shares issued and  outstanding at
              December 31, 1999.  Management canceled all outstanding shares and
              related dividends payable in 1997.

                                      F-15
<PAGE>

                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE 4 -      CAPITAL STOCK (Continued)

              c.  Preferred Stock - Class C

              The Company is authorized  to issue  100,000  shares of non-voting
              preferred  shares at a par value of $1.00 per share.  These shares
              accrue a 10% dividend annually.  The cumulative amount of dividend
              was $-0- at December 31, 1999 and 1998. These preferred shares are
              convertible  into Class A common stock at a conversion  rate of 12
              common  shares for each  preferred  share.  There were $-0- shares
              issued and outstanding at December 31, 1999.  Management  canceled
              all outstanding shares and related dividends payable in 1997.

              d.  Preferred Stock

              The  Company  is  authorized  to  issue  1,400,000  shares  of its
              non-voting  preferred  stock at a par  value of $1.00  per  share.
              There were no shares issued and outstanding at December 31, 1999.

              e.  Common Stock - Class A

              The  Company  is  authorized  to issue  99,900,000  Class A common
              shares, at a par value of $0.001 per share. These shares have full
              voting  rights.  There were  9,972,350  shares  outstanding  as of
              December 31, 1999.

              In October 1997, the Company issued 9,150,000 post-split shares of
              Class A common stock for cash and mining rights. These shares were
              canceled due to  non-performance  of the terms of the  agreements.
              25,000 shares were  returned in October  1997.  1,487,000 of these
              shares were used to settle debt of the  Company.  At December  31,
              1999, 145,000 remained outstanding.

              In September 1997, the Company authorized a reverse stock split of
              100-for-1. Shares outstanding have retroactively been restated.

              The Company issued 161,944 and 135,284 shares as dividends in 1995
              for 1993 and 1994 dividends accrued.

              In May 1995,  the Company  issued in error  9,617,000  shares to a
              related  party that were  returned  to the  Company  and  canceled
              during 1996. There was no consideration  exchanged in the issuance
              or cancellation of these shares.

                                      F-16
<PAGE>

                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE 4 -      CAPITAL STOCK (Continued)

              f.  Common Stock - Class B

              The Company is authorized  to issue 100,000  shares of its Class B
              common  shares  at a par  value of $0.01  per  share.  The Class B
              shares  have  the  right  to  elect a  majority  of the  Board  of
              Directors of the Company.  There were  100,000  shares  issued and
              outstanding  as of December 31, 1999. All Class B shares of common
              stock are held by a director at December 31, 1999.

NOTE 5 -      RELATED PARTY TRANSACTIONS

              Arkansas  American Mining and  Exploration,  Inc. (AAME) was owned
              and  controlled  by the  founders of the  Company.  In 1988,  AAME
              exchanged mining claims, milling facility and a core drilling rig,
              for the Company's common stock.

              In 1994, a related  party loaned the Company  $152,000  secured by
              the Company's  land,  buildings,  and equipment.  This note,  plus
              interest,  was due in the  fourth  quarter  of 1996.  The  Company
              defaulted on the note.  The property and equipment were claimed by
              the note holder and written off by the Company.

              During 1995,  the Company  paid  $25,000 for services  rendered by
              related  parties  and  issued  2,500,000  shares of Class A common
              stock for additional services valued at $26,225.

              During 1997, the Company issued 1,029,500 shares of common A stock
              to a former  President  of the  Company  for  services  valued  at
              $102,000.  An agreement has been made with this former officer for
              continued consulting services.

              On December 23, 1998, the Company  borrowed $61,000 from Kentrust,
              Inc.,  an entity whose CEO is a director of the Company.  The note
              carried a 10% interest  rate, and was due on December 23, 1999. In
              1999, the Company borrowed an additional $104,500 from Kentrust at
              10%. During the year, the entire $165,500 became overdue and began
              accruing  interest at a rate of 12% per annum.  A $16,550  penalty
              for late payment was also levied against the Company.

                                      F-17
<PAGE>

                      EQUITY TECHNOLOGIES & RESOURCES, INC.
                           (Formerly Equity AU, Inc.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE 6 -      GOING CONCERN

              The Company has no capital  resources  available  to meet  current
              obligations and develop its properties and bring into production a
              profitable mining  operation.  The adverse effect on the Company's
              results of operation  due to its lack of capital  resources can be
              expected  to  continue  until such time as the  Company is able to
              generate additional capital from other sources.

              These  conditions  raise  substantial  doubt  about the  Company's
              ability  to  continue   as  a  going   concern.   Management   has
              implemented,  or developed plans to implement, a number of actions
              to  address  these  conditions  including:  maintaining  the  most
              attractive mining properties; selling the precious gems; obtaining
              additional  financing;  and,  investigating  various joint venture
              opportunities.

              Additional funding will be necessary for the Company's development
              plans.  There can be no assurance that additional  funding will be
              available  when  needed or, if  available,  that the terms of such
              financing  will not adversely  affect the  Company's  results from
              operations.

              The financial statements do not include any adjustment to reflect
              the possible future effects on the recoverability and
              classification of assets or the amounts and classification of
              liabilities that may result from the outcome of this uncertainty.

                                      F-18
<PAGE>

                                   SIGNATURES

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

                                                   EQUITY AU, INC.
                                                    (Registrant)

                                                   BY:  /s/  James Arch
                                                        -----------------------
                                                        JAMES ARCH, Chairman

Dated:     June 29, 2000

                                        5