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

                                FORM 10-KSB/A #2

         [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, 2000

         [ ]      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 Technologies & Resources, 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.)

1050 Chinoe Road, Suite 304, Lexington, Kentucky            40502
------------------------------------------------          ---------
   (Address of Principal Executive Offices)               (Zip Code)

                                 (859) 268-4446
                 ----------------------------------------------
                (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)

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 [ ]

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. [ ]

The issuer's total consolidated revenues for the year ended December 31, 2000
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 December 31, 2000 was $452,348. The number of
shares outstanding of the issuer's common equity, as of December 31, 2000 was
8,121,907 shares.

Explanatory Note:
---------------------
The Registrant, pursuant to Rule 12b-15 under the Securities Exchange Act of
1934, is hereby filing, under the cover of Form 10-KSB/A, Amendment No. 2, to
its Consolidated Financial Statements for the year ended December 31, 2000, for
the purpose of correcting the following:

As of December 31, 2000, the number of shares of common stock outstanding were
understated by 6,000,000 shares. The December 31, 2000 10KSB has been amended
and this report has been revised for the change. Previously reported loss per
share amounts have been revised. There was no effect on previously reported
results of operations.

<PAGE>

                                TABLE OF CONTENTS

                                     PART I


Item 1.       Description of Business........................................3

Item 2.       Description of Property........................................3

Item 3.       Legal Proceedings..............................................3

Item 4.       Submission of Matters to a Vote of Security-Holders............3


                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters.......4

Item 6.       Management's Discussion and Analysis or Plan of Operation......4

Item 7.       Financial Statements...........................................5

Item 8.       Changes in and Disagreements With Accountants on
              Accounting and Financial Disclosure............................5

                                    PART III

Item 9.       Directors and Executive Officers...............................6

Item 10.      Executive Compensation.........................................6

Item 11.      Security Ownership of Certain Beneficial Owners
              and Management.................................................7

Item 12.      Certain Relationships and Related Transactions.................7

Item 13.      Exhibits, List and Reports on Form 8-K.........................8

              Signature......................................................8

              Index to Exhibits..............................................9

                                       2
<PAGE>

                                     PART I

Item 1. Description of Business.

GENERAL

Equity Technologies & Resources, Inc. ("Equity", or "the Company") is a Delaware
corporation, the successor to Equity AU, Inc., which was engaged in the
exploration and mining of certain minerals in Arkansas. The principal corporate
offices are now located at 1050 Chinoe Road, Suite 304, Lexington, Kentucky
40502 and its telephone number is (859) 268-4446. Equity AU, Inc. ceased all
mining activity in December 1996. The corporation changed its name to Equity
Technologies & Resources, Inc. in 2000, which was an integral part of the change
in focus of the Company. In December 2000, Verified Prescription Safeguards,
Inc. was acquired by Equity Technologies & Resources, Inc. It will be operated
as a wholly owned subsidiary as a solution provider for the prescription drug
industry.

HISTORY AND CURRENT ACTIVITY

In February of 1995, then Chairman of the Company, James Arch ("Mr. Arch")
reached an agreement with a shareholder and investor, Stephen Guarino, to invest
significant equity capital into the Company. Mr. Arch thereafter granted full
management and financial control to Mr. Guarino. The then current President,
Kingman L. Hitz resigned, and all operations were moved to Mena, Arkansas.
Director Gail W. Holderman resigned shortly thereafter. Mr. Guarino was
appointed with the official title of President in May of 1995, and was also
appointed as a Director, along with William Hanlon and Roger Tichenor. Kingman
Hitz had not received notice of any meetings, and subsequently resigned as a
director in July of 1995. In early 1996, a partnership controlled by Mr. Arch
foreclosed on the Company's property and equipment which had been pledged for
loans received from the partnership.

In June of 1996, Mr. Guarino, Mr. Hanlon, and Mr. Tichenor resigned all of their
positions with the Company, and Mr. Arch entered into agreements with Mr.
Guarino and Mr. Tichenor to purchase all of the Class A Common shares which had
been previously issued to them.

Mr. Arch elected to resume operations at Mena, Arkansas on June 1, 1996. Ore
production was commenced in early September, 1996. Management determined that
the operation could not be profitable and operations were terminated.

In November, 2000 Frank G. Dickey, Jr. was elected President of Equity AU, Inc.
Unable to find a suitable company for merger or acquisition, the Company changed
its name to Equity Technologies & Resources, Inc. and continued to seek a merger
or acquisition candidate. In December, 2000 Verified Prescription Safeguards,
Inc. was acquired. It will be operated as a wholly owned subsidiary as a
solution provider for the prescription drug industry.

Item 2. Properties.

The Company's executive offices are located at 1050 Chinoe Road, Suite 304,
Lexington, Kentucky 40502. It's telephone number is (859) 268-4446.

Title to certain tracts of land in Polk County, Arkansas are still registered to
Equity AU, Inc.

Item 3. Legal Proceedings.

There are no pending legal proceedings in which the Company is involved.

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

On July 21, 2000 the Company held a special meeting of Shareholders and
Directors. The record owners of more than eighty (80%) percent of the
outstanding shares of common stock approved a one to fifty (1:50) reverse split
of its outstanding Class A Common Stock. The reverse split was effected on
August 4, 2000.

                                       3
<PAGE>

                                     PART II

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

The Class A Common Stock of Equity Technologies & Resources is currently traded
under the symbol "ETCR" on the OTCBB exchange, a service maintained by the
National Association of Securities Dealer, Inc. Trading in the common stock in
the over-the-counter market has been limited and sporadic and the quotations set
forth below are not necessarily indicative of actual market conditions. Further,
these prices reflect inter-dealer prices without retail mark-up, mark-down, or
commission, and may not necessarily reflect actual transactions. The high and
low bid prices for the common stock for each quarter of the years ended December
31, 2000 and 1999 are as follows:

                                                         High         Low
                                                        ------       ------
Fiscal 1999:
Quarter Ended March 31, 1999                              (1)          (1)
Quarter Ended June 30, 1999                               (1)          (1)
Quarter Ended September 30, 1999                          (1)          (1)
Quarter Ended December 31, 1999                           (1)          (1)

Fiscal 2000:
Quarter Ended March 31, 2000                              (1)          (1)
Quarter Ended June 30, 2000                               (1)          (1)
Quarter Ended September 30, 2000                          (1)          (1)
Quarter Ended December 31, 2000                         $1.25        $0.19

(1) no available data

As of April 10, 2001, there were approximately 800 record holders of the common
stock representing 8,121,907 shares outstanding. The Company has not paid any
cash dividends on its Common Stock, and it currently intends to retain any
future earnings to fund the development and growth of its business. The Company
can give no assurance that it will generate future earnings from which cash
dividends can be paid.

Future payment of dividends by the Company, if any, is at the discretion of the
Board of Directors and will depend, among other criteria, upon the Company's
earnings, capital requirements, and its financial condition as well as other
relative factors. Management has followed the policy of retaining any and all
earnings to finance the development of its business. Such a policy is likely to
be maintained as long as necessary to provide working capital for the Company's
operations.

Recent sales of unregistered securities

On August 7, 2000 the Company issued 6,000,000 shares of Class A common stock
(par value $0.001) to the President of the Company for consulting services
rendered, valued at the fair market value on the date of issuance of $0.14 per
share. The shares were exempt from registration pursuant to Sections 4(2) or
3(b) under the Securities Act. No underwriting or other commissions were paid in
connection with the issuance of these shares.

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 placed 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, 2000 compared to the Year Ended December 31,
1999.

During the year ended December 31, 2000 the Company had no operations. General
and administrative expenses were $3,168,474 for the year of 2000, and primarily
represented common stock issued for services of approximately $2,300,000. Other
general and administrative expenses included rental expense of approximately
$147,000, payroll expenses to officers of $570,000, legal and professional fees
of approximately $15,000, and consulting fees of approximately $37,000 to keep
the corporation current in its compliance requirements. The Company recorded a
net loss of $3,213,115 in 2000, compared to $178,877 in 1999.

                                       4
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2000, the Company had $4,712 in assets and total stockholders'
deficit of $(1,259,303) compared with total assets of $1,011 and total
stockholders deficit of $(321,325) at December 31, 1999. The Company borrowed
$18,300 from the President and $121,300 from other sources for general operating
expenses. The President and others have been paying the expenses of the Company
until the company or its subsidiary can commence business.

PLAN OF OPERATIONS

The Company has limited operations and has not been able to develop an ongoing,
reliable source of revenues to fund its existence. The Company's day-to-day
expenses have been covered by cash obtained from the issuance of stock, and by
proceeds from notes payable. The adverse effect on the Company's results of
operations 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. There is no assurance that the President and others can or will,
continue to fund the company and no assurance as to when or if the company or
its subsidiary will be able to begin operations.

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 the acquisition of
Verified Prescription Safeguards, Inc., which management believes will provide
opportunities for growth within the internet prescription drug and healthcare
industry.

Management's plans include obtaining working capital funds by seeking additional
funding from shareholders, debt financing, and private placements of its common
stock to meet such needs. The Company relies on one of its majority shareholders
to fund working capital to meet operating needs. Therefore, for at least the
next twelve months the Company has viable plans to continue as a going concern.
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 continuation of the Company as a going concern is dependent upon the success
of the Company in obtaining additional funding or the success of its future
operations. The Company's ability to achieve these objectives cannot be
determined at this time. The accompanying financial statements should not be
regarded as typical for normal operating periods.

The Company has no current plans for the purchase or sale of any plant or
equipment.

The Company has no current plans to make any changes in the number of employees.

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.


Independent Auditors' Report......................... F-1

Balance Sheet........................................ F-2

Statement of Operations.............................. F-3

Statement of Stockholder's Equity.................... F-4 to 10

Statement of Cash Flows.............................. F-11 TO F-12

Notes to Financial Statements........................ F-13 to 23


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

There have been no changes in or disagreements with Accountants on any
accounting or financial disclosure matters. The financial statements have been
audited by HJ & Associates, LLC, 50 South Main Street, Suite 1450, Salt Lake
City, Utah 84144.

                                       5
<PAGE>

                                    PART III

ITEM 9: Directors and Executive Officers of the Registrant

The following table sets forth certain information regarding the Directors and
Executive Officers of the Company:

                                                                     Year First
Name                       Age       Position                         Elected
----                       ---       --------                         -------
Frank G. Dickey, Jr.       57        President/CFO, Director            1998

James K. Millard           52        Vice-President                     2000

Laura G. White             63        Vice-President,                    2000
                                      Ass't. Sec., Director

James Arch                 77        Director                           1996


Executive Officers are elected on an annual basis and serve at the discretion of
the Board of Directors unless otherwise provided by contract. Directors are
elected on an annual basis.

Frank G. Dickey, Jr., President/CFO and Director has been with the Company since
1998. Mr. Dickey is also Chairman of the Board of Directors and CEO of Verified
Prescription Safeguards, Inc. He is an attorney with the firm of Frank G.
Dickey, Jr. and Associates, in Lexington, Kentucky.

James K. Millard, Vice President, has been with the Company since 2000. Mr.
Millard is also Vice-President of Verified Prescription Safeguards, Inc. He was
formerly with e-Corp, Inc. and WKYT-TV, both located in Lexington, Kentucky.

Laura G. White, Vice President, Assistant Secretary, and Director has been with
the Company since 1999. She is also Assistant Secretary and a Vice President of
Verified Prescription Safeguards, Inc. She was formerly employed as Director of
Media Relations with the Commonwealth of Kentucky, Transporation Cabinet and the
Kentucky Association of Realtors.

James Arch has been a Director of the Company since 1996 when the Company was
known as Equity AU, Inc.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the
Company is aware of no person who during the period ended December 31, 2000 was
a director, officer, or beneficial owner of more than ten percent of the Common
Stock of the Company, and who failed to file, on a timely basis, reports
required by Section 16(a) of the Securities Exchange Act of 1934.

ITEM 10: Executive Compensation

Except as set forth below, no compensation in excess of $100,000 was awarded to,
earned by, or paid to any executive officer of the Company during the years
2000, 1999 and 1998. The following table and the accompanying notes provide
summary information for each of the last three fiscal years concerning cash and
non-cash compensation paid or accrued by the Company's current and past officers
over the past three years.

All officers have had employment contracts, however, none have received any
compensation. Until the company has funds or revenue, the officers will not draw
any compensation nor receive any other benefits. The following are the annual
salaries of the officers. The company has not adopted any insurance, retirement,
pension, profit sharing or other similar program.

The company may offer stock bonuses, stock options, profit sharing or pension
plans to key employees or executive officers of the Company in such amounts and
upon such conditions as the Board of Directors may, in its sole discretion,
determine.

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE
                                                          Annual Compensation                Long Term Compensation
                                                                                      Awards                     Payouts
                                                                Other      -----------------------------  ------------------------
                                                                Annual       Restricted     Securities      LTIP      All Other
                                                             Compensation  Stock Award(s)   Underlying     payouts   Compensation
Name and Principal Position   Year    Salary ($)   Bonus ($)     ($)            ($)       Options SARs(#)    ($)         ($)
---------------------------   ----    ----------   --------- ------------  -------------- ---------------  --------  -------------
<S>                           <C>      <C>          <C>       <C>           <C>              <C>           <C>         <C>
Frank G. Dickey, Jr.          2000     $150,000        -          -           $840,000           -            -           -
President                     1999     $150,000        -          -              -               -            -           -
                              1998        -            -          -              -               -            -           -
Frank G. Dickey, Jr.          2000     $60,000         -          -              -               -            -           -
Chief Financial Officer       1999     $60,000         -          -              -               -            -           -
                              1998        -            -          -              -               -            -           -
James Milliard (1)            2000        -            -          -              -               -            -           -
Vice President                1999        -            -          -              -               -            -           -
                              1998        -            -          -              -               -            -           -
Laura White (2)               2000     $90,000         -          -              -               -            -           -
Secretary/V.P. Investor       1999     $60,000         -          -              -               -            -           -
  Relations                   1998        -            -          -              -               -            -           -
</TABLE>
-------------------------
(1)      Only been with the company since 2000
(2)      Only been with the company since 1999
(3)      The $840,000 amount shown represents the Company's issuance, on August
         7, 2000, of 6,000,000 restricted shares of the Company's common stock
         to Mr. Dickey for services rendered to the Company.

ITEM 11: Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of December 31, 2000, regarding
the beneficial ownership of capital stock of the Company by: (1) Each person
known by the Company to beneficially own more than 5% of the outstanding shares
of Common Stock; (2) each director of the Company; (3) the President of the
Company; and (4) the directors and executive officers of the Company as a group.
The persons named in the bale have sole voting and investment power with respect
to all shares of capital stock owned by them, unless otherwise noted.


Name of Beneficial                  Amount and Nature                  Percent
Owner of Group (1)               of Beneficial Ownership              of Class
-------------------              ------------------------             ---------
Frank G. Dickey, Jr. (2)                6,000,000                      64.7%

Kentrust, Inc.(3)                         155,176                       1.7%

All Directors and Executive
Officers as a Group (2)                 6,000,000                      64.7%


As of April 17, 2001, there were 9,279,407 shares of common stock issued and
outstanding.

(1) The address for each person or entity listed above is 1050 Chinoe Road,
    Suite 304, Lexington, Kentucky 40502.
(2) Represents all officers and directors as a group.
(3) Kentrust, Inc. - an entity whose CEO is Frank G. Dickey, Jr., a director and
    current President of the Company

ITEM 12: Certain Relationships and Related Transactions

(1) On August 7, 2000, the Company's board of directors approved the issuance of
6,000,000 restricted shares of the Company's common stock to Mr. Dickey, the
Company's president and director.

(2) On December 23, 1998, the Company borrowed $61,000 from Kentrust, Inc. 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 2000, 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.
The note does not have any new repayment date.

                                       7
<PAGE>

(3) Included in consolidated balance sheet classified as accrued expenses at
December 31, 2000 is payroll liabilities of $570,000 due to two directors of the
Company pursuant to certain employment contracts with Frank Dickey, Jr.,
President ($300,000) and Chief Financial Officer ($120,000) and Laura G. White,
Vice President ($90,000) of Investor Relations and Secretary ($60,000) for the
years ended December 31, 1999 and 2000.

ITEM 13: Exhibits and Reports on Form 8-K

(a)      Exhibits. None

(b)      Reports on Form 8-K. No reports on Form 8-K were filed during the last
         quarter of the period covered by the Form 10-KSB, as amended.


                                   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 TECHNOLOGIES & RESOURCES, INC.
                                                        (Registrant)


                                          BY:  /s/  Frank G. Dickey, Jr.
                                              ------------------------------
                                              Frank G. Dickey, Jr., President


Dated: August 22, 2002

                                       8
<PAGE>



              EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000



                                      F-1
<PAGE>

                                 C O N T E N T S



Independent Auditors" Report............................................... F-3

Consolidated Balance Sheet................................................. F-4

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

Consolidated Statements of Stockholders" Equity (Deficit).................. F-6

Consolidated Statements of Cash Flows..................................... F-11

Notes to the Consolidated Financial Statements............................ F-13

                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS" REPORT


To the Board of Directors
Equity Technologies & Resources, Inc. and Subsidiary
(A Development Stage Company)
Lexington, Kentucky

We have audited the accompanying consolidated balance sheet of Equity
Technologies & Resources, Inc. and Subsidiary (a development stage company) as
of December 31, 2000 and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for the years ended December 31,
2000 and 1999 and from inception of the development stage on January 1, 1994
through December 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. The
related consolidated statements of operations, stockholders' equity, and cash
flows of Equity Technologies & Resources, Inc. and Subsidiary (a development
stage company) from inception of the development stage on January 1, 1994
through December 31, 1995 were audited by other auditors whose report, dated
July 3, 1996, expressed an unqualified opinion on those statements. Our opinion
on the consolidated statements of operations, stockholders' equity and cash
flows from inception of the development stage on January 1, 1994 through
December 31, 2000, insofar as it relates to amounts for prior periods through
December 31, 1995, is based solely on the report of other audits.

We conducted our audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Equity
Technologies & Resources, Inc. and Subsidiary (a development stage company) as
of December 31, 2000 and the consolidated results of their operations and their
cash flows for the years ended December 31, 2000 and 1999, and from inception of
the development stage on January 1, 1994 through December 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
consolidated 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 7. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


HJ & Associates, LLC
Salt Lake City, Utah
April 14, 2001

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                              EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                                          (A Development Stage Company)
                                           Consolidated Balance Sheet


                                     ASSETS
                                                                                                   December 31,
                                                                                                       2000
                                                                                               -------------------
<S>                                                                                            <C>
CURRENT ASSETS
   Cash                                                                                        $               653
   Notes receivable, net                                                                                     4,059
                                                                                               -------------------

     Total Current Assets                                                                                    4,712
                                                                                               -------------------

     TOTAL ASSETS                                                                              $             4,712
                                                                                               ===================


                 LIABILITIES AND STOCKHOLDERS" EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                                                            $           103,584
   Accrued expenses (Note 6)                                                                               690,831
   Dividends payable (Note 5)                                                                               30,000
   Notes payable (Note 4)                                                                                  122,900
   Notes payable - related party (Note 4)                                                                  316,700
                                                                                               -------------------

     Total Current Liabilities                                                                           1,264,015
                                                                                               -------------------

     Total Liabilities                                                                                   1,264,015
                                                                                               -------------------

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, 40,000 shares issued and outstanding                                                        40,000
   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, 8,121,907 shares issued and outstanding                                                      8,122
   Common stock, Class B, $0.01 par value, 100,000 shares
    authorized, 100,000 shares issued and outstanding                                                        1,000
   Additional paid-in capital                                                                           14,622,730
   Accumulated deficit prior to the development stage                                                   (8,390,740)
   Deficit accumulated during the development stage                                                     (7,590,415)
                                                                                               -------------------

     Total Stockholders" Equity (Deficit)                                                               (1,259,303)
                                                                                               -------------------

     TOTAL LIABILITIES AND STOCKHOLDERS" EQUITY (DEFICIT)                                      $             4,712
                                                                                               ===================



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

                                                           F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                                          (A Development Stage Company)
                                      Consolidated Statement of Operations

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

EXPENSES

   General and administrative                                    3,168,474             157,285          3,582,895
                                                        ------------------  ------------------  ------------------

     Total Expenses                                              3,168,474             157,285          3,582,895
                                                        ------------------  ------------------  ------------------

LOSS FROM OPERATIONS                                            (3,168,474)           (157,285)         (3,582,895)
                                                        ------------------  ------------------  ------------------

OTHER INCOME (EXPENSE)

   Interest income                                                      59                  -                   59
   Interest expense                                                (44,700)            (21,592)            (75,533)
                                                        ------------------  ------------------  ------------------

     Total Other Income (Expense)                                  (44,641)            (21,592)            (75,474)
                                                        ------------------  ------------------  ------------------

LOSS FROM CONTINUING OPERATIONS                                 (3,213,115)           (178,877)         (3,658,369)

LOSS ON DISCONTINUED OPERATIONS
   (Note 8)                                                              -                   -          (3,837,987)
                                                        ------------------  ------------------  ------------------

NET LOSS                                                $       (3,213,115) $         (178,877) $       (7,496,356)
                                                        ==================  ==================  ==================

DIVIDEND ON PREFERRED STOCK
   (Notes 5 and 8)                                      $                -  $                -  $          (32,517)
                                                        ==================  ==================  ==================

BASIC LOSS PER SHARE

   Loss from continuing operations                      $            (1.05) $            (0.90)
   Loss from discontinued operations                                 (0.00)              (0.00)
                                                        ------------------  ------------------

     Basic Loss Per Share                               $            (1.05) $            (0.90)
                                                        ==================  ==================

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                       3,074,174             199,447
                                                        ==================  ==================

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

                                                             F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                                          (A Development Stage Company)
                            Consolidated Statement of Stockholders' Equity (Deficit)
                 From Inception of the Development Stage on January 1, 1994 to December 31, 2000


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

Shares issued as
 consideration for purchase
 of subsidiary (Note 1)                     -               -         40,000          40,000             -               -
                                 ------------    ------------   ------------    ------------   -----------   -------------

Balance, December 31, 2000             50,000    $     50,000         40,000    $     40,000   $         -   $           -
                                 ============    ============   ============    ============   ===========   =============

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

                                                           F-6
<PAGE>
<CAPTION>
                                      EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                                                  (A Development Stage Company)
                              Consolidated Statement of Stockholders' Equity (Deficit) (Continued)
                         From Inception of the Development Stage on January 1, 1994 to December 31, 2000


                                                                                                        Accumulated    Accumulated
                                                                                                          Deficit         Deficit
                                         Class A Common           Class B Common          Additional     Prior to         During
                                     ----------------------     --------------------       Paid-in      Development    Development
                                       Shares       Amount       Shares     Amount         Capital        Stage           Stage
                                     ---------    ---------     -------  -----------    ------------  -------------   ------------
<S>                                  <C>          <C>           <C>      <C>            <C>           <C>             <C>
Balance, January 1, 1994                11,425     $     12     100,000  $     1,000    $ 11,217,192  $  (8,390,740)  $          -

Common stock issued for services
   at $135.87 per share                    700            1           -            -          95,105              -              -

Common stock issued for services
   at $499.70 per share                     92            -           -            -          45,979              -              -

Common stock issued for dividends
   at $553.66 per share                     32            -           -            -          17,717              -              -

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

Balance, December 31, 1994              12,249           13     100,000        1,000      11,375,993     (8,390,740)    (3,563,526)

Common stock issued for cash
   at $34.02 per share                   5,416            5           -            -         184,295              -              -

Common stock issued for services
   at $52.50 per share                     500            -           -            -          26,250              -              -

Common stock issued for dividends
   at $553.66 per share                     32            -           -            -          17,717              -        (17,717)

Common stock issued for dividends
   at $548.15 per share                     27            -           -            -          14,800              -        (14,800)
                                     ---------    ---------     -------  -----------    ------------  -------------   ------------

Balance Forward                         18,224    $      18     100,000  $     1,000    $ 11,619,055  $  (8,390,740)  $ (3,596,043)
                                     ---------    ---------     -------  -----------    ------------  -------------   ------------


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

                                                                 F-7
<PAGE>
<CAPTION>
                                      EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                                                  (A Development Stage Company)
                              Consolidated Statement of Stockholders' Equity (Deficit) (Continued)
                         From Inception of the Development Stage on January 1, 1994 to December 31, 2000


                                                                                                        Accumulated    Accumulated
                                                                                                          Deficit         Deficit
                                         Class A Common           Class B Common          Additional     Prior to         During
                                     ----------------------     --------------------       Paid-in      Development    Development
                                       Shares       Amount       Shares     Amount         Capital        Stage           Stage
                                     ---------    ---------     -------  -----------    ------------  -------------   ------------
<S>                                  <C>          <C>           <C>      <C>            <C>           <C>             <C>
Balance Forward                         18,224    $      18     100,000  $     1,000    $ 11,619,055  $  (8,390,740)  $ (3,596,043)

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

Balance, December 31, 1995              18,224           18     100,000        1,000      11,619,055     (8,390,740)    (3,808,676)

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

Balance, December 31, 1996              18,224           18     100,000        1,000      11,619,055     (8,390,740)    (3,870,504)

Stock issued in exchange for
   preferred B stock at $312.50
   per share                                16            -           -            -           5,000              -              -

Fractional shares issued                     6            -           -            -               1              -              -

Stock issued for services at
   $3.00 per share                       4,000            4           -            -          11,996              -              -

Stock issued for debt at $10.00
   per share                             5,150            5           -            -          51,495              -              -

Stock issued for services at
   $4.95 per share                      20,590           21           -            -         101,979              -              -

Stock issued for services at
   $3.00 per share                         400            -           -            -           1,200              -              -


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

                                                                F-8
<PAGE>
<CAPTION>
                                      EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                                                  (A Development Stage Company)
                              Consolidated Statement of Stockholders' Equity (Deficit) (Continued)
                         From Inception of the Development Stage on January 1, 1994 to December 31, 2000


                                                                                                        Accumulated    Accumulated
                                                                                                          Deficit         Deficit
                                         Class A Common           Class B Common          Additional     Prior to         During
                                     ----------------------     --------------------       Paid-in      Development    Development
                                       Shares       Amount       Shares     Amount         Capital        Stage           Stage
                                     ---------    ---------     -------  -----------    ------------  -------------   ------------
<S>                                  <C>          <C>           <C>      <C>            <C>           <C>             <C>
Stock issued in exchange for
   preferred B stock at $343.75
   per share                                32            -           -            -          11,000              -              -

Contributed capital on cancellation
   of shares                              (168)           -           -            -         388,793              -              -

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

Balance, December 31, 1997              48,250           48     100,000        1,000      12,190,519     (8,390,740)    (3,986,008)

Reversal of cancellation of
   common A shares                       4,280            4           -            -              (4)             -              -

Shares issued at $3.15 per share
   to repay note payable                 1,737            2           -            -           5,468              -              -

Shares issued to officer at $3.15
   per shares for consulting services
   rendered                                137            -           -            -             431              -              -

Shares issued at $3.15 per share
   to officer for consulting services
   rendered                             22,480           22           -            -          71,132              -              -

Shares issued at $3.15 per share
   to officer for consulting services
   rendered                              2,563            3           -            -           8,080              -              -



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

                                                                F-9
<PAGE>
<CAPTION>
                                      EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                                                  (A Development Stage Company)
                              Consolidated Statement of Stockholders' Equity (Deficit) (Continued)
                         From Inception of the Development Stage on January 1, 1994 to December 31, 2000


                                                                                                        Accumulated    Accumulated
                                                                                                          Deficit         Deficit
                                         Class A Common           Class B Common          Additional     Prior to         During
                                     ----------------------     --------------------       Paid-in      Development    Development
                                       Shares       Amount       Shares     Amount         Capital        Stage           Stage
                                     ---------    ---------     -------  -----------    ------------  -------------   ------------
<S>                                  <C>          <C>           <C>      <C>            <C>           <C>             <C>
Shares issued to officer to pay off
   note payable for consulting
   services rendered                   120,000          120           -            -          58,338              -              -

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

Balance, December 31, 1998             199,447          199     100,000        1,000      12,333,964     (8,390,740)    (4,136,881)

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

Balance, December 31, 1999             199,447          199     100,000        1,000      12,333,964     (8,390,740)    (4,315,758)

Common stock issued at $7.00
   for services rendered               166,628          168           -            -       1,166,230              -              -

Common stock issued for services
   at $0.14 per share                  550,000          550           -            -          76,450              -              -

Common shares cancelled               (120,000)        (120)          -            -         (58,338)             -        (61,542)

Common stock issued for services
   at $0.14 per share                6,000,000        6,000           -            -         834,000              -              -

Fractional shares issued                   832            -           -            -               -              -              -

Common share s issued for services
   at $0.14 per share                  800,000          800           -            -         111,200              -              -


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

                                                                    F-10
<PAGE>
<CAPTION>
                                      EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                                                  (A Development Stage Company)
                              Consolidated Statement of Stockholders' Equity (Deficit) (Continued)
                         From Inception of the Development Stage on January 1, 1994 to December 31, 2000


                                                                                                        Accumulated    Accumulated
                                                                                                          Deficit         Deficit
                                         Class A Common           Class B Common          Additional     Prior to         During
                                     ----------------------     --------------------       Paid-in      Development    Development
                                       Shares       Amount       Shares     Amount         Capital        Stage           Stage
                                     ---------    ---------     -------  -----------    ------------  -------------   ------------
<S>                                  <C>          <C>           <C>      <C>            <C>           <C>             <C>
Common shares cancelled               (100,000)        (100)          -            -             100              -              -

Common stock issued for services
   at $0.29 per share                  275,000          275           -            -          79,475              -              -

Preferred shares issued as
   consideration for purchase of
   subsidiary                                -            -           -            -         (40,000)             -              -

Common stock issued for cash at
   $0.25 per share                      90,000           90           -            -          22,410              -              -

Common shares issued for services
   at $0.375 per share                 100,000          100           -            -          37,399              -              -

Common stock issued for services
   at $0.375 per share                 160,000          160           -            -          59,840              -              -

Net loss for the year ended
   December 31, 2000                         -            -           -            -               -              -     (3,213,115)
                                     ---------    ---------     -------  -----------    ------------  -------------   ------------

Balance, December 31, 2000           8,121,907    $   8,122     100,000  $     1,000    $ 14,622,730  $  (8,390,740)  $ (7,590,415)
                                     =========    =========     =======  ===========    ============  =============   ============


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

                                                                  F-11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                                          (A Development Stage Company)
                                      Consolidated Statements of Cash Flows

                                                                                                      From
                                                                                                  Inception of the
                                                                                                    Development
                                                                                                     Stage on
                                                                  For the Years Ended             January 1, 1994
                                                                      December 31,                    Through
                                                        --------------------------------------      December 31,
                                                               2000                1999                2000
                                                        ------------------  ------------------  ------------------
<S>                                                     <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                             $       (3,213,115) $         (178,877) $       (7,590,415)
   Adjustments to reconcile net loss to
    net cash used by operating activities:
     Common stock issued for services                            2,372,646                   -           2,657,463
     Preferred stock issued for services                                 -                   -              10,400
     Depreciation and amortization                                       -                   -              70,532
     Bad debt expense                                                7,000                   -             136,240
     Loss on disposal of assets and partnership
       interests                                                         -                   -           2,364,508
     Discontinued operations                                             -                   -             456,078
   Changes in operating assets and liabilities:
   Decrease in accounts receivable                                       -                   -              20,921
   Increase (decrease) in accounts payable                         659,160              18,027             752,178
   Increase (decrease) in accrued expenses                          40,410              26,537             102,673
                                                        ------------------  ------------------  ------------------

     Net Cash Used by Operating Activities                        (133,899)           (134,313)         (1,019,422)
                                                        ------------------  ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Increase in notes receivable                                    (11,059)                  -             (11,059)
   Purchase of equipment                                                 -                   -              (3,201)
   Sale of land                                                          -                   -              64,000
                                                        ------------------  ------------------  ------------------

     Net Cash Provided by Investing Activities                     (11,059)                  -              49,740
                                                        ------------------  ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Sale of common stock for cash                                    22,500                   -             310,300
   Sale of preferred stock                                               -                   -             209,500
   Proceeds from long-term debt                                    132,100             130,500             466,035
   Principle payments on long-term debt                            (10,000)                  -             (15,500)
                                                        ------------------  ------------------  ------------------

     Net Cash Provided by Financing Activities                     144,600             130,500             970,335
                                                        ------------------  ------------------  ------------------

NET INCREASE (DECREASE) IN CASH                                       (358)             (3,813)                653

CASH AT BEGINNING OF PERIOD                                          1,011               4,824                   -
                                                        ------------------  ------------------  ------------------

CASH AT END OF PERIOD                                   $              653  $            1,011  $              653
                                                        ==================  ==================  ==================


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

                                                          F-12
<PAGE>
<CAPTION>
                                      EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                                                  (A Development Stage Company)
                                        Consolidated Statements of Cash Flows (Continued)

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

   Interest                                             $                -  $                -  $            8,509
   Income taxes                                         $                -  $                -  $                -

NON-CASH FINANCING:

   Common stock issued for services                     $        2,372,646  $                -  $        2,657,463
   Preferred stock issued for services                  $                -  $                -  $           10,400
   Common stock issued for dividends                    $                -  $                -  $           50,234
   Paid-in capital through cancellation of
    preferred stock                                     $                -  $                -  $          380,400
   Common stock issued for debt                         $                -  $                -  $          115,428


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

                                                          F-13
</TABLE>
<PAGE>

              EQUITY TECHNOLOGIES & RESOURCES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 1 - NATURE OF ORGANIZATION

         The consolidated financial statements presented are those of Equity
         Technologies & Resources, Inc. and its wholly-owned subsidiary,
         Verified Prescription Safeguards, Inc. Collectively, they are referred
         to herein as "the Company." 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.

         From the original inception of the Company to the inception of the
         development stage on January 1, 1994, the Company was heavily involved
         in mining and exploration activities principally in Arkansas. The
         Company generated an accumulated deficit of $8.4 million prior to the
         Company entering the development stage.

         In January 2000, the Company changed its 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. As a result of
         the dissolution of the partnerships the Company ceased its operations
         and entered the development stage as per SFAS No. 7.

                                      F-14
<PAGE>

NOTE 1 - NATURE OF ORGANIZATION (Continued)

         On December 15, 2000, the Company acquired all the issued and
         outstanding common stock of Verified Prescription Safeguards, Inc.
         ("VPS") in exchange for 40,000 shares of the Company's Class-B voting
         preferred stock. The acquisition of VPS was accounted for as a purchase
         per APB 16. At the time the purchase was consummated, VPS held no
         assets or liabilities. The consolidated entity elected to change its
         business plan toward the development and marketing of internet
         prescription drug technology. Management intends to us the majority of
         funds obtained toward this development. The purchase price of the
         acquired subsidiary was determined among the parties to be 40,000
         shares of Class-B preferred shares redeemable at $500 per share
         ($20,000,000). The preferred shares issued are redeemable for cash only
         at $500 per share payable from 50% of net revenues of the subsidiary
         for the next seven years. The conversion feature of the issued
         preferred shares allows them to be converted into cash, pursuant to
         future revenues, but does not allow them to be converted into common
         stock at any time.

         Since no revenues have been generated and payment is to be paid from
         future revenues, the acquisition was recorded at a $-0- value. The
         Company is contingently liable for the $20,000,000 purchase price if
         sufficient revenues are generated.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a. Accounting Method

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

         b. Use of Accounting Estimates

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

         c. Basic Loss Per Share

         The computation of basic loss per share of common stock is based on the
         weighted average number of shares outstanding during the period of the
         consolidated financial statements.
<TABLE>
<CAPTION>
                                                                    December 31,
                                                           ----------------------------
                                                                2000           1999
                                                           -------------  -------------
         Basic loss per share from continuing operations:
         <S>                                               <C>            <C>
                  Loss (numerator)                         $  (3,213,115) $    (178,877)
                  Shares (denominator)                         3,074,174        199,447
                  Per share amount                         $       (1.05) $       (0.90)

                                      F-15
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         c.  Basic Loss Per Share (Continued)
<CAPTION>
                                                                    December 31,
                                                           ----------------------------
                                                                2000           1999
                                                           -------------  -------------
         Basic loss per share from discontinued operations:

         <S>                                               <C>            <C>
                  Loss (numerator)                         $           -  $           -
                  Shares (denominator)                         3,074,174        199,447
                  Per share amount                         $       (0.00) $       (0.00)
</TABLE>

         The basic and diluted loss per share of common stock is based on the
         weighted average number of shares issued and outstanding during the
         period of the financial statements. Potential shares that could be
         issued from the conversion of all classes of preferred shares (50,000
         and 50,000 Class A preferred shares outstanding at December 31, 2000
         and 1999, respectively and 40,000 and -0- Class B preferred shares
         outstanding at December 31, 2000 and 1999, respectively and -0- and -0-
         Class C preferred shares outstanding at December 31, 2000 and 1999,
         respectively) are not included in the computation of the diluted loss
         per share because they would have an antidilutive effect on the net
         loss per common share. Additionally, the effect of any preferred
         dividends on the Class A preferred stock would have an antidilutive
         effect on the net loss per common share and thus were not included in
         the computation of the earnings per share. As a result, basic and
         diluted loss per share amounts are the same for the years ended
         December 31, 2000 and 1999.

         d. Provision for Taxes

         At December 31, 2000, the Company had net operating loss carryforwards
         of approximately $7,600,000 that may be offset against future taxable
         income through 2020. No tax benefits has been reported in the
         consolidated financial statements, because the potential tax benefits
         of the net operating loss carryforwards are offset by a valuation
         allowance of the same amount.

         Deferred tax assets (liabilities) are comprised of the following:
<TABLE>
<CAPTION>
                                                                                   For the Years Ended
                                                                                       December 31,
                                                                          ----------------------------------------
                                                                                  2000                1999
                                                                          ------------------   -------------------
              <S>                                                         <C>                  <C>
              Income tax benefit at statutory rate                        $        2,888,000   $         1,667,016
              Change in valuation allowance                                       (2,888,000)           (1,667,016)
                                                                          ------------------   -------------------

                                                                          $                -   $                 -
                                                                          ==================   ===================

                                      F-16
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         d. Provision for Taxes (Continued)

         The income tax benefit differs from the amount computed at federal
         statutory rates of approximately 38% as follows:
<CAPTION>
                                                                                   For the Years Ended
                                                                                       December 31,
                                                                          ----------------------------------------
                                                                                  2000                1999
                                                                          ------------------   -------------------
              <S>                                                         <C>                  <C>
              Income tax benefit at statutory rate                        $        1,220,984   $            67,973
              Change in valuation allowance                                       (1,220,984)              (67,973)
                                                                          ------------------   -------------------

                                                                          $                -   $                 -
                                                                          ==================   ===================
</TABLE>

         e. Revenue Recognition

         The Company currently has no ongoing source of revenues. Revenue
         recognition policies will be determined when principal operations
         begin.

         f. Principles of Consolidation

         The accompanying consolidated financial statements include those of
         Equity Technologies & Resources, Inc. and its wholly-owned subsidiary,
         Verified Prescription Safeguards, Inc. All intercompany accounts and
         transactions have been eliminated.

         g. 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 3 - CONTINGENCIES AND COMMITMENTS

         The Company owed $65,300 as of December 31, 2000 in federal taxes.
         Penalties and interest continue to accrue. This amount accrued as of
         December 31, 2000 is included in accrued expenses and is classified as
         a current liability.

         On December 31, 1997, the Company canceled 168 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.

                                      F-17
<PAGE>

NOTE 3 - CONTINGENCIES AND COMMITMENTS (Continued)

         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.

         During the year ended December 31, 2000, the Company received a loan
         from an unrelated party for $75,000. As part of the agreement, the
         Company guaranteed payment from a third party to the same creditor for
         an additional $75,000. Should the third party default on the loan, the
         Company may be held liable for the $75,000 plus accrued interest.

NOTE 4 - NOTES PAYABLE

         Notes payable of the Company are as follows:
<TABLE>
<CAPTION>
                                                                                               December 31,
                                                                                                   2000
                                                                                           ------------------
         <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.                                                  116,900

         Unsecured notes payable to various related parties.
           Due on demand.                                                                             151,200
                                                                                           ------------------

         Less related party notes                                                                    (316,700)
                                                                                           ------------------

         Total notes payable                                                                          122,900

         Less current portion                                                                        (122,900)
                                                                                           ------------------

         Total Long-Term Debt                                                              $               -
                                                                                           ==================
</TABLE>
                                      F-18
<PAGE>

NOTE 4 - NOTES PAYABLE (Continued)

         Scheduled maturities of notes payable are as follows:
                                                               2001    $439,600
                                                                       ========
NOTE 5 -  CAPITAL STOCK

         a. Preferred Stock - Class 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
         $30,000 and $25,000 at December 31, 2000 and 1999, 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, 2000.

         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 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, 2000. These preferred
         shares are convertible into Class A common stock at a conversion rate
         of 16 common shares for each preferred share. In December 2000, the
         Company issued 40,000 shares of voting, Class B preferred stock in
         exchange for all the outstanding shares of Verified Prescription
         Safeguards, Inc. (Note 1).

         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, 2000. 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, 2000. Management canceled all outstanding shares and
         related dividends payable in 1997.

         d. 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 8,121,907 shares outstanding as of December 31, 2000.

                                      F-19
<PAGE>

NOTE 5 -  CAPITAL STOCK (Continued)

         d. Common Stock - Class A (Continued)

         In October 1997, the Company issued 1,830 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. 5 shares were
         returned in October 1997. 297 of these shares were used to settle debt
         of the Company. 1,503 shares were returned in June 1998. At December
         31, 1999, 25 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 32 and 27 shares as dividends in 1995 for 1993 and
         1994 dividends accrued.

         In May 1995, the Company issued in error 1,923 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.

         In June 2000, the Company issued 166,628 shares of its series A common
         stock to related parties at $0.14 per share as consideration for
         services rendered. The shares were valued at fair market value at the
         time of the issuance.

         In July 2000, the Company elected to reverse-split its series A common
         shares on a 1:50 basis, leaving 366,900 shares issued and outstanding
         after the split. All previously issued shares have been retroactively
         restated in the accompanying statement of stockholders' equity to
         reflect this stock split.

         In August 2000, the Company reacquired 6,000,000 shares of common stock
         from a director in exchange for a promissory note for $120,000 payable
         to the director. The promissory note for $120,000 is included in the
         notes payable - related party and is classified as a current liability
         as of December 31, 2000. The 6,000,000 (120,000 post-split) shares were
         subsequently canceled.

         On August 7, 2000 the Company issued 6,000,000 shares of Class A common
         stock (par value $0.001) to the President of the Company for consulting
         services rendered, valued at the fair market value on the date of
         issuance of $0.14 per share. The shares were exempt from registration
         pursuant to Sections 4(2) or 3(b) under the Securities Act. No
         underwriting or other commissions were paid in connection with the
         issuance of these shares.

         In August 2000, the Company issued 1,350,000 post-split shares of
         Series A common stock for services rendered. The shares were valued at
         $0.14 per share, which was the fair market value of the shares at the
         date of the issuance.

         In October 2000, the Company elected to cancel 100,000 shares of its
         Series A common stock.

         In November and December of 2000, the Company issued 535,000 shares in
         exchange for services rendered. The shares were valued at $0.25 - $0.38
         per share based upon the market value of the stock at the issuance
         dates.

         In November 2000, the Company issued 90,000 shares of its Series A
         common stock for $22,500 in cash.

                                      F-20
<PAGE>

NOTE 5 -  CAPITAL STOCK (Continued)

         e. 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,
         2000. All Class B shares of common stock are held by a director at
         December 31, 2000.

NOTE 6 - 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, Arkansas Mineral Partners, Ltd., a partnership owned by James
         Arch, a former President of the Company, 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. All obligations of the
         Company have been fully satisfied.

         During 1995, the Company paid $25,000 for services rendered by Stephen
         Guarino, former Director, President & CEO of the Company, 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
         James Arch, 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 which agreement is no longer in effect.

         On December 23, 1998, the Company borrowed $61,000 from Kentrust, Inc.,
         an entity whose CEO is Frank G. Dickey, Jr., a director and current
         President 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.
         At December 31, 2000, the principal balance on this note remained at
         $165,000.

         Included in accrued expenses at December 31, 2000, is $570,000
         representing amounts due to certain officers pursuant to various
         employment contracts as follows: the President and majority
         stockholder, Frank Dickey, Jr., for his services provided during the
         period November 1, 1998 through December 31, 2000 as President
         ($300,000) and during the period January 1, 1999 through December 31,
         2000 as Chief Financial Officer ($120,000); and Laura G. White, Vice
         President for her services provided during the period January 1, 2000
         through December 31, 2000 ($90,000) for Vice President and Investor
         Relations, and during the period January 1, 1999 to December 31, 1999
         for her services as Secretary ($60,000). The employment contracts
         expire in December 2002.


NOTE 7 - GOING CONCERN

         The Company has limited operations and has not been able to develop an
         ongoing, reliable source of revenues to fund its existence. The
         Company"s day-to-day expenses have been covered by cash obtained from
         the issuance of stock, and by proceeds from notes payable. 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.

                                      F-21
<PAGE>

NOTE 7 - GOING CONCERN (Continued)

         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 the acquisition of Verified Prescription Safeguards, Inc.,
         which management believes will provide opportunities for growth within
         the internet prescription drug and healthcare industry.

         Management's plans include obtaining working capital funds by seeking
         additional funding from shareholders, debt financing, and private
         placements of its common stock to meet such needs. The Company relies
         on one of its majority shareholders to fund working capital to meet
         operating needs. Therefore, for at least the next twelve months the
         Company has viable plans to continue as a going concern. 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 consolidated 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.

         The continuation of the Company as a going concern is dependent upon
         the success of the Company in obtaining additional funding or the
         success of its future operations. The Company's ability to achieve
         these objectives cannot be determined at this time. The accompanying
         financial statements should not be regarded as typical for normal
         operating periods.

                                      F-22
<PAGE>

NOTE 8 - DISCONTINUED OPERATIONS

         In June 1995, the Company suspended its mining research activities and
         development work in Arkansas. The following is a summary of the loss
         from discontinued operations resulting from the suspended operations of
         its mining operations located in Arkansas. The consolidated financial
         statements have been retroactively restated to reflect this event.
<TABLE>
<CAPTION>
                                                                                                       From
                                                                                                    Inception of
                                                                                                  the Development
                                                                                                     stage on
                                                                    For the Years                 January 1, 1994
                                                                  Ended December 31,                  Through
                                                       --------------------------------------      December 31,
                                                                2000                1999               2000
                                                       ------------------  ------------------  -------------------
<S>                                                    <C>                 <C>                 <C>
SALES                                                  $                -  $                -  $                 -

COST OF SALES                                                           -                   -               33,817
                                                       ------------------  ------------------  -------------------

GROSS MARGIN                                                            -                   -              (33,817)
                                                       ------------------  ------------------  -------------------

OPERATING EXPENSES                                                      -                   -            1,399,405
                                                       ------------------  ------------------  -------------------

LOSS FROM OPERATIONS                                                    -                   -           (1,433,222)
                                                       ------------------  ------------------  -------------------

OTHER INCOME (EXPENSE)

  Other income                                                          -                   -                   41
  Interest expense                                                      -                   -              (40,953)
  Other expense                                                         -                   -              (30,185)
  Gain on sale of land                                                  -                   -               30,840
  Loss on disposal of assets                                            -                   -              (75,667)
  Loss on partnership interests                                         -                   -           (2,288,841)
                                                       ------------------  ------------------  -------------------

     Total Other Income (Expense)                                       -                   -           (2,404,765)
                                                       ------------------  ------------------  -------------------

LOSS BEFORE INCOME TAX EXPENSE                                          -                   -           (3,837,987)
                                                       ------------------  ------------------  -------------------

INCOME TAX EXPENSE                                                      -                   -                    -
                                                       ------------------  ------------------  -------------------

LOSS FROM DISCONTINUED
 OPERATIONS                                            $                -  $                -   $       (3,837,987)
                                                       ==================  ==================   ==================

DIVIDEND ON PREFERRED STOCK                            $                -  $                -   $          (32,517)
                                                       ==================  ==================   ==================

                                                             F-23
</TABLE>