<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     ---------------------------------------
                                    FORM 10-Q

(Mark One)
 X   Quarterly report pursuant to Section 13 or 15(d) of the
---  Securities Exchange Act of 1934
     For the quarterly period ended March 31, 2000

     Transition report pursuant to Section 13 or 15(d) of the Exchange Act.
---  For the transition period from ___________ to ___________

Commission File Number:  0-21975

                             ECO SOIL SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)

             NEBRASKA                                            47-0709577
 (State or Other Jurisdiction of                              (I.R.S. Employer
  Incorporation or Organization)                             Identification No.)

                              10740 THORNMINT ROAD
                           SAN DIEGO, CALIFORNIA 92127
          (Address, Including Zip Code, of Principal Executive Offices)

                                 (619) 675-1660
              (Registrant's Telephone Number, Including Area Code)


Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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
      ---            ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 4, 2000, 18,597,299 shares
of the Registrant's Common Stock, $.005 par value per share, were outstanding.


<PAGE>

                                      INDEX
                             ECO SOIL SYSTEMS, INC.
                                    FORM 10-Q

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
      <S>            <C>                                                                       <C>
      PART I.        FINANCIAL INFORMATION

      Item 1.        Financial Statements (unaudited)

                     Consolidated Balance Sheets as of March 31, 2000
                     and December 31, 1999                                                        3

                     Consolidated Statements of Operations for the
                     Three Months Ended March 31, 2000 and 1999                                   4

                     Consolidated Statements of Cash Flows for the Three Months
                     Ended March 31, 2000 and 1999                                                5

                     Notes to Financial Statements                                                6

      Item 2.        Management's Discussion and Analysis of Financial Condition and
                     Results of Operations                                                        8

      Item 3.        Quantitative and Qualitative Disclosure of Market Risk                      11

      PART II        OTHER INFORMATION

      Item 1.        Legal Proceedings                                                           12

      Item 3.        Defaults upon Senior Securities                                             12

      Item 5.        Other Information                                                           12

      Item 6.        Exhibits and Reports on Form 8-K                                            16
</TABLE>


                                       2
<PAGE>


                                     PART I
ITEM 1.  FINANCIAL INFORMATION

                             ECO SOIL SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                     March 31,        December 31,
                                                                                       2000                1999
                                                                                    (unaudited)           (note)
                                                                                    -----------           ------
<S>                                                                               <C>                 <C>
Current Assets:
      Cash and cash equivalents                                                    $     1,224         $     1,228
      Accounts receivable, net of allowance for doubtful accounts of $1,893
        and $2,204 at March 31, 2000 and December 31, 1999, respectively                23,362              21,675
      Inventories                                                                       15,881              16,360
      Prepaid expenses and other current assets                                          5,605               4,588
                                                                                   -----------         -----------
Total current assets                                                                    46,072              43,851
Equipment under construction                                                             5,037               5,041
Property and equipment, net                                                             14,180              14,450
Intangible assets, net                                                                  14,075              14,374
Other assets                                                                             7,559               4,839
                                                                                   -----------         -----------
Total assets                                                                       $    86,923         $    82,555
                                                                                   ===========         ===========

                           LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
      Accounts payable                                                             $    26,364         $    24,438
      Accrued expenses                                                                   4,769               5,809
      Current portion of long-term obligations                                          40,384              34,276
                                                                                   -----------         -----------
Total current liabilities                                                               71,517              64,523

Long-term obligations, net of current portion                                            1,049               1,482
Deferred gain on sale/leaseback of building                                                509                 523
Other                                                                                      672
                                                                                                                 -

Shareholders' equity:
      Preferred stock
        $.005 par value; 5,000,000 shares authorized;                                        -                   -
        none issued and outstanding
      Common stock
        $.005 par value; 50,000,000 shares authorized at March 31, 2000 and
        December 31, 1999, 18,584,966 and 18,349,965 shares issued and
        outstanding at March 31, 2000 and December 31, 1999, respectively                   93                  92
      Additional paid-in capital                                                        57,389              55,578
      Warrants                                                                           4,126               2,733
      Accumulated deficit                                                              (48,432)            (42,376)
                                                                                   -----------         -----------
Total shareholders' equity                                                              13,176              16,027
                                                                                   -----------         -----------

Total liabilities and shareholders' equity                                         $    86,923         $    82,555
                                                                                   ===========         ===========
</TABLE>

See accompanying notes

Note: The Balance Sheet at December 31, 1999 is derived from the audited
      financial statements at that date, but does not include all of the
      disclosures required by generally accepted accounting principles.


                                       3
<PAGE>

                             ECO SOIL SYSTEMS, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                         Three Months Ended March 31,
                                                                         ----------------------------
                                                                           2000                1999
                                                                           ----                ----
<S>                                                                   <C>                 <C>
Revenues:
   Turf Partners                                                      $     12,527        $     11,659
   Agricultural Supply                                                       5,864               5,593
                                                                      ------------        ------------
     Total revenues                                                         18,391              17,252

Cost of revenues:
   Turf Partners                                                             9,222               9,252
   Agricultural Supply                                                       4,247               4,063
                                                                      ------------        ------------
     Total cost of revenues                                                 13,469              13,315
Gross profit                                                                 4,922               3,937
Operating expenses:
   Selling, general and administrative                                       8,561               7,768
   Research and development                                                    114                  93
   Amortization of intangibles                                                 293                 309
                                                                      ------------        ------------
Loss from operations                                                        (4,046)             (4,233)
Interest expense                                                             2,027                 710
Interest income                                                                 17                 143
                                                                      ------------        ------------
Net loss                                                              $     (6,056)       $     (4,800)
                                                                      ============        ============

Net loss per share, basic and diluted                                 $      (0.33)       $      (0.28)
                                                                      ------------        ------------
Shares used in calculating net loss per share, basic
and diluted                                                                 18,535              17,182
                                                                      ============        ============
</TABLE>

See accompanying notes.


                                       4
<PAGE>

                             ECO SOIL SYSTEMS, INC.

                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         Three Months Ended March 31,
                                                                                         ----------------------------
                                                                                           2000                 1999
                                                                                           ----                 ----
<S>                                                                                       <C>                  <C>
OPERATING ACTIVITIES:
Net loss                                                                                   (6,056)              (4,800)
Adjustments to reconcile net cash used in operating activities:
   Depreciation and amortization                                                            1,063                  868
   Amortization of debt issuance costs and discount on long term debt                         813                   82
   Deferred rent                                                                              (15)
   Provision for losses on accounts receivable                                                134                   77
   Loss/(gain) on sale of property and equipment                                               17                  (16)
   Issuance of stock options/warrants for services                                             51                  204
Changes in operating assets and liabilities,
     net of effect of acquired  businesses:
  Accounts receivable                                                                      (1,930)              (5,034)
  Inventories                                                                                 298               (4,209)
  Prepaid expenses and other assets                                                          (724)                 144
  Accounts payable                                                                          1,941               10,012
  Accrued expenses                                                                           (410)              (1,031)
                                                                                      -----------           ----------
Net cash used in operating activities                                                      (4,818)              (3,703)

INVESTING ACTIVITIES:
Proceeds from the sale of property and equipment                                                -                   36
Purchase of property and equipment                                                           (308)              (1,466)
                                                                                      -----------           ----------
Net cash used in investing activities                                                        (308)              (1,430)

FINANCING ACTIVITIES:
Advances (to) from shareholders                                                                 -                    5
Proceeds from short-term obligations                                                       19,184                    -
Repayments from short-term obligations                                                    (13,411)                   -
Proceeds from long-term obligations                                                             -                2,349
Repayments of long-term obligations                                                          (100)                 (64)
Net proceeds from issuance of common stock                                                     44                  325
Debt Issunce Costs                                                                           (595)                   -
                                                                                      -----------           ----------
Net cash provided by financing activities                                                   5,122                2,615
                                                                                      -----------           ----------
Net decrease in cash                                                                           (4)              (2,518)
Cash and cash equivalents at beginning of period                                            1,228                3,410
                                                                                      -----------           ----------
Cash and cash equivalents at end of period                                            $     1,224           $      892
                                                                                      ===========           ==========
</TABLE>

See accompanying notes


                                       5
<PAGE>


                             ECO SOIL SYSTEMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.       BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of Eco Soil Systems, Inc. (the "Company"), all
adjustments, consisting only of normal recurring adjustments, necessary for the
fair statement of the results for the three-month periods ended March 31, 2000
and 1999 have been made. The results of operations for the three-month period
ended March 31, 2000 are not necessarily indicative of the results to be
expected for the full fiscal year. For further information, refer to the audited
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999.

2.       NET LOSS PER SHARE

     In accordance with Financial Accounting Standards Board Statement No. 128,
"Earnings per share" ("SFAS 128"), basic earnings per share is calculated by
dividing net income by the weighted average number of common shares outstanding
for the period. Diluted earnings per share reflects the potential dilution of
securities that could share in the earnings of the Company such as common stock
which may be issuable upon exercise of outstanding stock options and warrants.
These shares are excluded when their effects are antidilutive.

3.   SEGMENT INFORMATION

     For purposes of analyzing and understanding the financial statements, the
Company's operations have been classified into the following business segments:

     TURF PARTNERS: This segment enters into contracts with golf courses or turf
maintenance service businesses, or distributors that sell to those end-user
markets to manage the health and productivity of their soil during the golf
season. The contracts require the Company to perform a comprehensive soil
analysis at the beginning of the season, develop a treatment regimen, install
the Company's proprietary BioJect system at the customer's site and provide the
microbials throughout the season. This segment also wholesales and distributes a
wide range of traditional chemical and turf maintenance products and golf course
supplies to the above-mentioned market.

     AGRICULTURAL SUPPLY: This segment enters into contracts with agricultural
growers to manage the health and productivity of their soil during the course of
the growing season, which requires the Company to perform a comprehensive soil
analysis at the beginning of the season, develop a treatment regimen, install
the Company's proprietary BioJect system at the customer's site and provide the
microbials and other soil-additive products for the customer to use throughout
the season. This segment also distributes a wide range of irrigation and other
agricultural supplies to growers.


                                       6
<PAGE>

3.  SEGMENT REPORTING (CONTINUED)

     During the second quarter of 1999, Turf Partners and Agricultural Supply
entered into lease agreements with the Company for the proprietary BioJect
systems. Therefore, the revenues, profits and asset values related to the
BioJect systems are reported in the Corporate segment. In the first quarter of
1999, these inter-company lease agreements did not exist; therefore, the
revenues, gross profit and asset values were reported in the Turf Partners and
Agricultural Supply segments, respectively.

     The accounting policies of the reportable segments are the same as those
described in the summary of significant accounting policies. The Company
allocates resources and evaluates the performance of segments based on net
profit or loss.

<TABLE>
<CAPTION>
                                        REVENUES                SEGMENT LOSSES            SEGMENT ASSETS
                                        --------                --------------            --------------
                                      FOR THE THREE MONTHS ENDED MARCH 31,                    MARCH 31,
                                      ------------------------------------                    ---------
                                  2000          1999          2000          1999         2000          1999
                                  ----          ----          ----          ----         ----          ----
<S>                            <C>           <C>          <C>           <C>           <C>           <C>
TURF PARTNERS                  $  12,527     $ 11,659     $ (1,489)     $ (1,645)     $ 40,016      $ 41,945
AGRICULTURAL SUPPLY                5,864        5,593         (128)          (26)       23,722        25,083
CORPORATE AND OTHER                    -            -       (4,439)       (3,129)       23,185         7,072
                               ---------     --------     ---------     ---------     --------      --------
TOTAL                          $  18,391     $ 17,252     $ (6,056)     $ (4,800)     $ 86,923      $ 74,100
                               =========     ========     =========     =========     ========      ========
</TABLE>


                                       7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

     Certain statements contained in this Management's Discussion and Analysis
that are not related to historical results are forward-looking statements.
Actual results may differ materially from those projected or implied in the
forward-looking statements. Further, certain forward-looking statements are
based upon assumptions of future events, which may not prove to be accurate.
These forward-looking statements involve risks and uncertainties including but
not limited to those referred to in "Item 5. Other Information. Factors That
Could Affect Future Performance."

     This information should be read in conjunction with the financial
statements and notes thereto included in Item 1 of this report for the quarter
ended March 31, 2000. Additionally, the financial statements and notes thereto
and Management's Discussion and Analysis in the Company's Annual Report on Form
10-K for the year ended December 31, 1999 will provide additional information.

     In addition to other endeavors, the Company develops, markets and sells
proprietary biological and traditional chemical products to two principal
segments: the turf and golf management market ("Turf Partners") and the
agricultural and crop market ("Agricultural Supply").

FIRST QUARTER ENDED MARCH 31, 2000 COMPARED TO FIRST QUARTER ENDED
MARCH 31, 1999

RESULTS OF OPERATIONS

REVENUES

     For the first quarter of 2000, our revenues were $18.4 million, an increase
of 6.6% versus $17.3 million for the first quarter of 1999. The increase in
revenues reflects an increase in both Turf Partners and Agricultural Supply
segment revenues.

     For the first quarter of 2000, our Turf Partners revenues were $12.5
million, an increase of 7.4% versus $11.7 million for the first quarter of 1999.
Proprietary sales for Turf Partners increased to $352,000 during the first
quarter of 2000 from $346,000 during the first quarter of 1999. Distributed
sales increased from $12.2 million for the first quarter of 2000 from $11.3
million during the first quarter of 1999. The increase in distributed sales is
due to the integration of the former Scotts' salesmen into the sales force,
which had not been accomplished in the first quarter of 1999.

     For the first quarter of 2000, our Agricultural Supply revenues were $5.9
million, an increase of 4.8% versus $5.6 million for the first quarter of 1999.
Proprietary sales for Agricultural Supply increased to $940,000 during the first
quarter of 2000 from $199,000 during the first quarter of 1999. The increase in
proprietary revenues was primarily due to our first deliveries of our new RhizUp
product. Distributed sales decreased to $4.9 million during the first quarter of
2000 compared to $5.4 million for the first quarter of 1999. The decrease in
distributed sales was due to poor climate conditions in our agricultural
markets.

GROSS PROFIT

     For the first quarter of 2000, our gross profit was $4.9 million, an
increase of 25.0% versus $3.9 million for the first quarter of 1999. The
increase in gross profit was due to the increase in both Turf Partners and
Agricultural Supply segment revenues. For the first quarter of 2000, our gross
margin was 26.8% versus 22.8% for the first quarter of 1999. The increase in
gross margin is attributed to a greater mix of proprietary sales, resulting in
part from the new "Focus Products" sales commission program in the Turf
Partners business, that rewards for the sale of higher margin products.

     For the first quarter 2000, the gross profit on Turf Partners revenues was
$3.3 million, an increase of 37.3% versus $2.4 million for the first quarter
1999. The increase in gross profit on Turf Partners revenues is related to the
increase in distributed revenues. For the first quarter of 2000, the gross
margin on Turf Partners products was 26.4%


                                       8
<PAGE>

versus 20.7% for the first quarter of 1999. The increase in gross margin is due
to the new sales commission program discussed above.

     For the first quarter 2000, the gross profit on the Agricultural Supply
revenues was $1.6 million, an increase of 5.7% versus $1.5 million for the first
quarter 1999. For the first quarter 2000, the gross margin on the Agricultural
Supply sales was 27.6% versus 27.4% for the first quarter 1999. The gross margin
associated with the increased sales of proprietary products was offset by the
lower margin distributed sales. Gross margin on distributed sales was
negatively impacted due to lower inventory rebates (applied against cost of
goods sold) in the first quarter 2000 compared to the first quarter 1999.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

     For the first quarter 2000, selling, general and administrative ("SG&A")
expense was $8.6 million, an increase of 10.1% versus $7.8 million for the first
quarter of 1999. SG&A expense as a percentage of revenues was 46.6% for the
first quarter 2000 compared to 45.0% for the first quarter 1999. The increase in
SG&A was primarily due to additional overhead related to opening new locations
in our Agricultural Supply segment, the additional personnel costs associated
with the Scotts' sales force that was integrated in the second quarter of 1999
and additional costs related to corporate personnel.

RESEARCH AND DEVELOPMENT

     For the first quarter of 2000, research and development expense was
$114,000, compared to $93,000 for the first quarter of 1999. The increase in
research and development expense is due to ongoing analysis and testing of
proprietary technology by Eco Soil, particularly the microbes obtained from
Agrium in September 1999.

AMORTIZATION EXPENSE

     For the first quarter of 2000, amortization expense was $293,000, compared
to $309,000 for the first quarter of 1999.

INTEREST EXPENSE

     For the first quarter of 2000, interest expense was $2.0 million, an
increase of 186.0% versus $710,000 for the first quarter 1999. The increase in
interest expense reflects an increase in the amount of debt outstanding and
amortization of debt issuance costs.

NET LOSS

     For the first quarter of 2000, net loss was $6.1 million or $0.33 per share
compared to a net loss of $4.8 million or $0.28 per share for the first quarter
of 1999.

LIQUIDITY AND CAPITAL RESOURCES

     We have financed our operations since inception from revenues from sales of
our products, sales of our common stock, borrowings from our principal
shareholders and debt financing. For the first quarter of 2000, our operating
and investing used cash of $5.1 million.

     On August 25, 1998, we completed a financing transaction providing us with
$15 million in gross proceeds. We issued an aggregate of $15 million principal
amount of our Senior Subordinated Notes due 2003 pursuant to Note and Warrant
Purchase Agreements dated as of August 25, 1998 between Albion Alliance
Mezzanine Fund and us and between Paribas Capital Funding LLC and us. We have
entered into a series of amendments of the Note and Warrant Purchase Agreements,
which have, among other things, changed the rate of interest payable on the
notes, eliminated prepayment penalties on the notes and revised financial
covenants.

     On June 30, 1999, our Turf Partners subsidiary entered into a credit
agreement with Coast Business Credit (the "Coast Working Capital Facility"). The
Coast Working Capital Facility is a $25 million three-year credit facility


                                       9
<PAGE>

based upon Turf Partners' eligible inventory and receivables and has an interest
rate of prime rate plus 1.00%. On July 2, 1999, the Company drew down on the
facility and paid all amounts due under and terminated a line of credit with
Imperial Bank. As of March 31, 2000, Turf Partners had fully utilized the
availability under the Coast Working Capital Facility based on its eligible
inventory and receivables. However, based on an increased advance rate and loan
limit on inventory, an additional $3 million in working capital will be
available in the second quarter.

     On June 30, 1999 The Company's wholly owned subsidiary Agricultural Supply,
Inc. entered into a credit agreement with First National Bank (the "FNB Working
Capital Facility"). The FNB Working Capital Facility is a $10 million;
three-year credit facility based upon Agricultural Supply's eligible inventory
and receivables and has an interest rate of prime plus .25%. As of March 31,
2000, Agricultural Supply had fully utilized the availability under the FNB
Working Capital Facility based on its eligible inventory and receivables.

     On July 31, 1999, the Company obtained a $2.5 million, two-year term loan
from Coast Business Credit (the "Coast Term Loan"). The Coast Term Loan bears
interest at Coast's prime rate plus 2.25%, payable monthly. One third of the
principal must be repaid in level monthly payments during the first year of the
term, with the remainder due in level monthly payments during the second year of
the term. The Coast Term Loan is secured by substantially all of the assets of
the parent Company, and has been guaranteed by Turf Partners.

     On January 24, 2000, the Company issued $4.5 million of Senior Secured
Convertible Debentures (the "Debentures") and warrants to purchase 356,436
shares of common stock. The Debentures are due January 24, 2001 and bear
interest at a rate of 7% per annum, which is due quarterly beginning March 31,
2000, and is payable in cash or common stock at our option.

     The Company's Senior Subordinated Notes (the "Notes"), the Debentures, the
Coast Term Loan and the respective working capital facilities contain certain
restrictions and limitations on the Company's operations, including restrictions
on capital expenditures, sale of assets, lease liabilities, mergers or other
forms of business combinations, as well as the prohibition on the payments of
cash dividends. The Notes, the Coast Term Loan and the respective working
capital facilities also contain certain covenants which require the company to
maintain minimum levels of net worth, working capital and other financial
ratios, as defined. As of March 31, 2000, the Company was not in compliance with
certain of these covenants. First National Bank has provided a waiver of such
covenants through March 31, 2000. Also, Coast Business Credit and the lenders
for the Notes have provided waivers of such covenants through July 31, 2000.
Management expects to be in compliance with covenants on the Coast Term Loan and
respective working capital facilities after the waivers expire and to remain in
compliance through December 31, 2000. However, there can be no assurance that
the Company will remain in compliance, and therefore, the Company has classified
the debt associated with the Notes as current in the accompanying balance sheet.

     The Company has entered into a definitive agreement to sell substantially
all of the assets of its Turf Partners subsidiary to the J.R. Simplot Company
for a purchase price equal to six times Turf Partners 2000 EBITDA (earnings
before interest, taxes, depreciation and amortization) from sales of distributed
products, subject to certain adjustments. Simplot also will assume liabilities
associated with existing vendor payables, contracts and leases, and will assume
amounts outstanding under the Coast Working Capital Facility.

     The transaction is expected to close during July 2000, subject to certain
customary closing conditions, including the approval of Eco Soil shareholders,
the receipt of various third party consents and the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act. At the closing,
Simplot will make a down payment of $20 million, subject to an adjustment of up
to $5 million if: (a) Turf Partners' net tangible assets at June 30, 2000 are
more or less than $3 million, (b) if Turf Partners has not generated at least
75% of the EBITDA it has projected for the first six months of 2000 or (c) if
Turf Partners fails to satisfy other balance sheet tests. The down payment also
will be reduced by the amount, if any, by which the amount outstanding on the
Coast Working Capital Facility exceeds $17 million.

     Simplot will pay the balance of the purchase price in March 2001 based on
an audited balance sheet as of June 30, 2000 and statements of operations for
the year ended December 31, 2000. The final purchase price will be subject to
adjustment based on the same balance sheet factors that apply in July 2000 and
will be reduced by the an amount equal to the average amount outstanding under
the Coast Working Capital Facility during 2000.


                                       10
<PAGE>

     We have entered into a Term Loan Agreement dated as of April 12, 2000 with
Simplot, under which Simplot will loan us $3 million, subject to certain closing
conditions, to provide working capital to Turf Partners pending the closing of
the asset sale.

     The Company intends to finance its future operations and growth through a
combination of cash flows from operations, borrowings available under lines of
credit and public or private debt or equity financing. In the event that the
sale of Turf Partners assets to Simplot is not consummated, Eco Soil will need
to obtain additional financing to repay the term loan from Simplot and other
outstanding long-term debt and to finance continuing operating losses. In such
event, there can be no assurance that Eco Soil will be successful in obtaining
additional financing on acceptable terms or at all, which would result in a
material adverse effect on the Company's ability to meet its business objectives
and continue as a going concern.

YEAR 2000

     In prior periods, we discussed the nature and progress of our plans to
become Year 2000 ready. During the fourth quarter of 1999, we completed the
upgrading of our existing computer software and information technology ("IT")
systems. In addition, we completed the testing of our utility systems (heat,
light, telephones, etc.) and other non-IT systems. Through April 2000, we have
experienced no significant disruptions in critical IT and non-IT systems and
believe those systems responded to the Year 2000 date change. The Company
expensed a minimal amount of funds in connection with testing and remediating of
our systems. The Company is not aware of any material problems resulting from
Year 2000 issues, either with our products, our internal systems or the products
and services of third parties. The Company will continue to monitor our IT and
non-IT systems and those of our suppliers and vendors throughout Year 2000.

     If significant yet to be identified Year 2000 issues arise, we may
experience significant problems that could have a material adverse affect on our
financial condition and results of operations. Litigation regarding Year 2000
issues is possible. It is uncertain whether, or to what extent, we may be
affected by such litigation.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's foreign sales are principally to Mexico. All foreign
transactions are denominated in U.S. dollars; therefore, the Company's exposure
to foreign currency fluctuations is minimal.

     The Company is exposed to changes in interest rates from the Notes and
Debentures, which are due in full in 2003 and 2001, respectively. A hypothetical
100 basis point adverse move (decrease) in interest rates along the entire
interest rate yield curve would adversely affect the net fair value of these
debt instruments by approximately $409,000 as of March 31, 2000.


                                       11
<PAGE>

                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     On November 24, 1999, a purported class action securities complaint was
filed against the Company and three of its officers and/or directors, William B.
Adams, Douglas M. Gloff and Mark. D. Buckner, by Edward Wissinger. The suit is
allegedly brought by Mr. Wissinger on behalf of all purchasers of Eco Soil
common stock during the period from April 13, 1999 (the date Eco Soil filed its
Annual Report on Form 10-K for the year ended December 31, 1998 with the
Securities and Exchange Commission) and November 3, 1999 (the date on which Eco
Soil issued its quarterly earnings release for the three months ended September
30, 1999). The complaint alleges that defendants failed to sufficiently identify
certain risks associated with the Company's agricultural business in Mexico,
thereby artificially inflating the Company's stock price. The Company and the
individual defendants believe the allegations are without merit and are
defending the case vigorously. The Company and the individual defendants filed a
motion to dismiss the complaint on December 28, 1999, which is scheduled to be
heard June 19, 2000.

     From time to time, the Company is involved in legal proceedings, claims and
litigation arising in the ordinary course of business, the outcome of which, in
the opinion of management, would not have a material, adverse effect on the
Company.

ITEM 3.  DEFAULTS UPON SECURITIES

     The Company's Notes, the Coast Term Loan and the respective working capital
facilities contain certain restrictions and limitations on the Company's
operations including restrictions on capital expenditures, sale of assets, lease
liabilities, mergers or other forms of business combinations, as well as the
prohibition on the payments of cash dividends. The Notes, the Coast Term Loan
and the respective working capital facilities also contain certain covenants
which require the company to maintain minimum levels of net worth, working
capital and other financial ratios, as defined. As of March 31, 2000, the
Company was not in compliance with certain of these covenants. First National
Bank has provided a waiver of such covenants through March 31, 2000. Also, Coast
Business Credit and the lenders for the Notes have provided waivers of such
covenants through July 31, 2000. Management expects to be in compliance with
covenants on the Coast Term Loan and respective working capital facilities after
the waivers expire and continuing through December 31, 2000. However, there can
be no assurance that the Company will remain in compliance and therefore, the
Company has classified the debt associated with the Notes as current in the
accompanying balance sheet.

ITEM 5.  OTHER INFORMATION

FACTORS THAT COULD AFFECT FUTURE PERFORMANCE

     This report contains certain forward-looking statements about the business
and financial condition of the Company, including various statements contained
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations." The actual results of the Company could differ materially from any
forward-looking statements contained herein. The following information sets
forth certain factors that could cause the actual results to differ materially
from those contained in the forward-looking statements. For a more detailed
discussion of the factors that could cause actual results to differ, see "Item
1: Business -- Factors That Could Affect Future Performance" in the Company's
Form 10-K for the fiscal year ended December 31, 1999.

     At March 31, 2000, we had an accumulated deficit of $48.4 million. Our loss
before interest, depreciation and amortization for the quarter ended March 31,
2000 was $3.0 million. We have historically experienced losses due to
significant expenditures for product development, sales, marketing and
administrative costs, as well as amortization costs associated with our
acquisitions of turf and agricultural products dealers.


                                       12
<PAGE>

     Our proprietary products remain in the early stages of market introduction
and are subject to the risks inherent in the commercialization of new product
concepts, particularly with respect to agricultural applications. There can be
no assurance that our efforts to increase sales of proprietary products to turf
and agricultural crop and ornamental markets will prove successful, that
marketing partnerships will be established and will become successful, or that
our intended customers will purchase our systems and products instead of
competing products. In addition, there can be no assurance that we will be able
to obtain significant customer satisfaction or market share with our proprietary
products.

     Due to our history of operating losses and because we may not be able to
satisfy financial covenants contained in our long-term debt instruments, there
is substantial doubt about our ability to continue as a going concern unless we
are able to obtain additional equity financing. We anticipate that without
additional financing we would likely run out of cash to fund our operations
during the third quarter of 2000. As noted in the "Liquidity and Capital
Resources" section, we and our wholly owned subsidiary Turf Partners, Inc. have
entered into an Amended and Restated Asset Purchase Agreement pursuant to which
Turf Partners will sell substantially all of its assets to the J.R. Simplot
Company. Also, we have entered into a Term Loan Agreement dated as of April 12,
2000 with Simplot, under which Simplot will loan us $3 million, subject to
certain closing conditions, to provide working capital to Turf Partners pending
the closing of the asset sale. Furthermore, an additional $3 million will be
available form the Coast Working Capital Facility in the second quarter. We
currently do not have any arrangements to obtain other sources of financing. We
also cannot give you any assurance that the sale of Turf Partners' assets will
be completed. In the event that the sale of Turf Partners assets to Simplot is
not consummated, we will need to obtain additional financing to repay the loan
from Simplot and other outstanding long-term debt and to finance continuing
operating losses. In such event, there can be no assurance that Eco Soil will be
successful in obtaining additional financing on acceptable terms or at all,
which would result in a material adverse effect on our ability to meet our
business objectives and continue as a going concern. If we were unable to secure
such financing, we would at a minimum be forced to revise our 2000 operating
plan. The report of independent accountants in our financial statements for the
period ended December 31, 1999, filed on Form 10-K with the Commission, includes
an explanatory paragraph to this effect.

     We have received a term loan and our subsidiaries have received lines of
credit from financial institutions, and we have received debt financing from
institutional investors through the issuance of convertible debentures and
senior subordinated notes. The loan documents to which we and our subsidiaries
are parties, including the senior subordinated notes, contain restrictions on
our activities and financial covenants with which our subsidiaries and we must
comply. Among other things, the financial covenants require us and our
subsidiaries to satisfy net worth requirements, debt service coverage ratios and
other financial tests. In the past, we have obtained waivers and an amendment of
the senior subordinated notes to remain in compliance with the financial
covenants and avoid default. For example, for the quarter ended December 31,
1999, our failure to comply with these covenants resulted in a default under the
senior subordinated notes, which was subsequently waived by the note holders.
There can be no assurance that we and our subsidiaries will satisfy all of the
applicable financial covenants in future quarters. To the extent we or any of
our subsidiaries does not satisfy these requirements, we would be in default and
our obligations could be declared immediately due and payable. To avoid a
default, we may be required to obtain waivers from third parties, which might
not be granted. A default on indebtedness from one lender could result in the
acceleration of indebtedness from other lenders. In addition, we also can give
no assurance that our cash flow and capital resources will be sufficient to
repay our indebtedness or that we will be successful in obtaining alternate
financing. In the event we or any of our subsidiaries is unable to repay debts,
we may be forced to delay the expansion of our business, sell some of our
assets, obtain additional equity capital or refinance or restructure our debt,
any of which could have a material adverse effect on our business, prospects and
financial condition.

     Our agreement with the holders of our 7% Senior Convertible Debentures
prohibits us from selling any shares of our capital stock or securities
convertible into shares of our capital stock for a period of 180 days after
January 24, 2000 except (i) pursuant to the exercise of outstanding warrants, or
options issued pursuant to any shareholder-approved stock option plan, (ii) to
any strategic partner, the purpose of which is not primarily to raise money, or
(iii) the sale of shares of common stock at a price of not less than $2.50 per
share with warrant coverage of up to 40% for aggregate proceeds of up to
$3,500,000. In addition, until 12 months after January 24, 2000, we must give
such holders (i) a right of first refusal to purchase shares of our capital
stock or capital stock equivalents on the same terms on which we are prepared to
sell them to other investors and (ii) if such holders do not exercise their
right of first refusal, the further right to exchange their convertible
debentures and warrants for an equivalent dollar amount of the


                                       13
<PAGE>

new securities we offer. These restrictions may impair our ability to raise
equity capital on terms satisfactory to us, if at all--particularly during the
first 180 days after January 24, 2000. During such 180-day period, we would be
able to sell equity securities only pursuant to one of the exceptions listed
above or with the consent of the holders of our convertible debentures. Our
inability to raise needed funds would have a material adverse effect on our
business, financial condition and results of operations.

     We have received a notice from the Nasdaq Stock Market that our net
tangible assets at December 31, 1999 did not meet Nasdaq's $4,000,000 net
tangible assets requirement for continued listing on the Nasdaq National Market.
Accordingly, Nasdaq has advised us that it is reviewing our eligibility for
continued listing. For Nasdaq purposes, net tangible assets equal total assets
minus total liabilities minus goodwill minus redeemable securities. Based on a
review of our Annual Report on Form 10-K, Nasdaq calculated our net tangible
assets at December 31, 1999 to be $3,044,089. If Nasdaq were to apply the same
calculation to our March 31, 2000 balance sheet, our net tangible assets would
be even less. Nasdaq has asked us to submit a specific plan to achieve and
sustain compliance with all Nasdaq National Market listing requirements. We
intend to submit such a plan, in which we will point out, among other things,
that completion of the pending sale of the assets of our Turf Partners
subsidiary to Simplot would bring us back into compliance with the net tangible
assets requirement. If Nasdaq determines that our plan does not adequately
address Nasdaq's concerns, Nasdaq may immediately send a formal notice of
deficiency and commence the delisting process. If Nasdaq were to begin delisting
proceedings against us, it could reduce the level of liquidity currently
available to our stockholders. If our common stock were delisted, the price of
the common stock would, in all likelihood, decline. In addition, it would be an
event of default under our Convertible Subordinated Debentures if our shares
were delisted from Nasdaq.

     If our common stock is delisted from the Nasdaq National Market, we could
apply to have the common stock quoted on the Nasdaq SmallCap Market. The Nasdaq
SmallCap Market has a similar set of criteria for initial and continued
quotation. We may not, however, meet the requirements for initial or continued
quotation on the Nasdaq SmallCap Market. If we were not able to meet the
requirements of the Nasdaq SmallCap Market, trading of our common stock could be
conducted on an electronic bulletin board established for securities that do not
meet the Nasdaq SmallCap Market listing requirements, in what is commonly
referred to as the "pink sheets."

     Distribution and sales of the Company's products have historically occurred
through direct sales efforts and independent dealers and distributors. The
Company has initiated a strategy of attempting to establish a nationwide
distribution system for its products through the acquisition of various
independent dealers and distributors. Any failure to identify acquisition
candidates properly, any large expenditures on acquisitions that prove to be
unprofitable, or any inability to sell the Company's proprietary products
through the acquired distribution system could have a material adverse effect on
the Company's business, financial position and results of operations.

     The Company's success will be dependent in large measure upon its ability
to obtain and enforce patent protection for its products, maintain
confidentiality of its trade secrets and know-how and operate without infringing
upon the proprietary rights of third parties. Despite precautions taken by the
Company, it may be possible for a third party to copy or otherwise obtain or use
the Company's products or technology without authorization, or to develop
similar products or technology independently.

     The Company plans to acquire the rights to additional microbial products.
The Company does not engage in its own research and development with respect to
microbial products. Although the Company is actively seeking to obtain licenses
for additional microbial products, there can be no assurance that the Company
will be successful in obtaining any such licenses on terms acceptable to the
Company, if at all.

     In September of 1999, Eco Soil acquired the Agricultural Biological
Division (AgBio) of Canadian-based Agrium, Inc. Among other things, the
acquisition included a microbiological collection in excess of 2,500 unique
biocontrol and growth-promoting microorganisms. Eco Soil has increased its
research and development efforts to determine which microbes will be suitable
for distribution through the BioJect system or as a new FreshPack product. We
may not be successful, however, in identifying microbes that will be suitable
for commercial deployment or in creating products comprised of these microbes.
Even if we do identify product candidates, we will need to obtain EPA approvals
of the products to market them as pesticides. In order to market a microbial
product as a pesticide, we must obtain EPA approval of a particular product
containing that microbe, including EPA approval of the claims


                                       14
<PAGE>

made in the product label and the method of application. In addition, if a
microbe is sold as a pesticide for use on crops, we must also seek to have a
tolerance level set by the EPA which would define the acceptable limit on the
amount of microbes that could be present on a given raw agricultural commodity
at the time of harvest. Registration of microbial products as pesticides is a
lengthy and expensive process that may or may not result in EPA approval. Also,
third parties may develop superior products or have proprietary rights that
preclude us from marketing our products. If research and testing is not
successful or we fail to obtain regulatory approval, we may be unable to sell
products based on the microbes we obtained from Agrium or any other microbes.

     The Company may be exposed to liability resulting from the commercial
use of its products. Such liability might result from claims made directly by
customers or others manufacturing such products on behalf of the Company. The
Company currently carries product liability insurance. There can be no
assurance, however, that such product liability insurance will adequately
protect the Company against any product liability claim. A product liability
or other claim with respect to uninsured liabilities or in excess of insured
liabilities could have a material adverse effect on the business and
prospects of the Company.

     Some states have laws imposing liability on certain parties for the release
of fertilizers and other agents into the environment in certain manners or
concentrations. Such liability could include, among other things, responsibility
for cleaning up the damage resulting from such a release. In addition, the
federal Comprehensive Environmental Response, Compensation and Liability Act
(CERCLA), commonly known as the "Superfund" law, and other applicable laws
impose liability on certain parties for the release into the environment of
hazardous substances, which might include fertilizers and water treatment
chemicals. The Company is also subject to certain other environmental laws,
including the Environmental Protection Act, the Toxic Substance Control Act, the
Resource Conservation and Recovery Act, the Clean Air Act and the Clean Water
Act and may be subject to other present and potential future federal, state or
local regulations. The Company does not currently maintain insurance for any
environmental claims, which might result from the release of its products into
the environment in a manner or in concentrations not permitted by law. Thus, a
claim for environmental liability could have a material adverse effect on the
Company.

     The Company competes for market share with a number of companies that
manufacture and market chemical compounds. In addition, a number of companies
are developing biological and organic products for turf maintenance and
agricultural applications. Many of these competitors have substantially greater
capital resources, research and development staffs and facilities than the
Company, and many of these competitors have extensive experience in turf
maintenance and agriculture. The fields of biotechnology and related
technologies in which the Company is engaged have undergone rapid and
significant technological changes. The Company expects that the technologies
associated with its research and development will continue to develop rapidly.
There can be no assurance that the Company will be able to establish itself in
such fields or, if established, that it will be able to maintain a competitive
position. Further, there can be no assurance that the development by others of
new or improved processes or products will not make the Company's products and
processes less competitive or obsolete.

     The Company is dependent upon the active participation of William B. Adams,
its Chairman of the Board and Chief Executive Officer. The loss of the services
of Mr. Adams could have a material adverse effect upon the Company's future
operations. The Company's success depends in large part on its ability to
attract and retain qualified scientific, financial and management personnel. The
Company faces competition for such persons from other companies, academic
institutions, government entities and other organizations. There can be no
assurance that the Company will be successful in recruiting or retaining
personnel of the requisite caliber or in adequate numbers to enable it to
conduct its business as proposed.


                                       15
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits:

 10.1 (2)     Convertible Debentures and Warrant Purchase Agreement, dated as of
              January 17, 2000, by and among Eco Soil Systems, Inc.,
              Agricultural Supply, Inc., Turf Partners, Inc., Sistemas Y Equipos
              Agricolas, S.A. de C.V., Agricultural Supply de Mexico, S.A. de
              C.V. and the investors signatory thereto.

 10.2 (2)     7% Senior Secured Convertible Debentures, dated as of January 24,
              2000, in favor of the investors listed on Schedule 1 attached
              thereto.

 10.3 (2)     Stock Purchase Warrant, dated as of January 24, 2000, issued to
              the investors listed on Schedule 1 attached thereto.

 10.4 (2)     Registration Rights Agreement, dated as of January 17, 2000,
              between Eco Soil Systems, Inc. and the investors signatory
              thereto.

 10.5 (2)     Security Agreement, dated as of January 17, 2000, by and among Eco
              Soil Systems, Inc., Agricultural Supply, Inc., Turf Partners,
              Inc., Sistemas Y Equipos Agricolas, S.A. de C.V., Agricultural
              Supply de Mexico, S.A. de C.V. and BH Capital Investments, L.P.,
              for itself and in trust, as agent for Excalibur Limited
              Partnership, Gundyco in trust for RSP 550-98866-19 and MB Capital
              Partners.

 10.6 (2)     Amendment No. 3 to Note and Warrant Purchase Agreement, dated as
              of November 12, 1999 among the Company, Albion Alliance Mezzanine
              Fund, L.P. and Paribas Capital Funding LLC.

 10.7 (2)     Amendment No. 4 to Note and Warrant Purchase Agreement, dated as
              of December 21, 1999 among the Company, Albion Alliance Mezzanine
              Fund, L.P. and Paribas Capital Funding LLC.

 10.8 (2)     Amendment No. 5 to Note and Warrant Purchase Agreement, dated as
              of January 21, 2000 among the Company, Albion Alliance Mezzanine
              Fund, L.P. and Paribas Capital Funding LLC.

 10.9 (1)     Term Loan Agreement dated as of April 12, 2000 among Turf
              Partners, Inc. and Eco Soil Systems, Inc. and J.R. Simplot
              Company.

 10.10(1)     Amendment No. 4 to Loan and Security Agreement, dated as of
              May 4, 2000 among Turf Partners, Inc. and Coast Business Credit.

 27.1 (1)     Financial Data Schedule


--------------------
(1)  Filed herewith.

(2) Incorporated by reference to the Company's  Current Report on Form 8-K filed
    January 26, 2000.


(B) REPORTS ON FORM 8-K

     The Company filed a Current Report on Form 8-K (File No. 001-21975) under
Item 5 thereof on January 26, 2000, relating to the issuance of $4.5 million of
principal amount of Senior Secured Convertible Debentures and warrants to
purchase 356,436 shares of common stock.


                                       16
<PAGE>

SIGNATURES

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

                                    Eco Soil Systems, Inc.


Date: May 15, 2000                  By: /s/ WILLIAM B. ADAMS
                                        --------------------
                                        William B. Adams
                                        Chairman and Chief Executive Officer


Date: May 15, 2000                  By: /s/ DENNIS N. SENTZ
                                        -------------------
                                        Dennis N. Sentz
                                        Chief Financial Officer
                                        (Principal financial officer and
                                        Principal accounting officer)


                                       17