UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                    FORM 20-F

(Mark One)

[x]    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                                       OR

[ ]    ANNUAL REPORT PURSUANT TO  SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

For the fiscal year ended

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the transition period from___________________to__________________________

Commission file number_______________________________________________________

                           EARTHWORKS INDUSTRIES INC.
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                           EARTHWORKS INDUSTRIES INC.
                 ----------------------------------------------
                 (Translation of Registrant's name into English)

                            British Columbia, Canada
                 ----------------------------------------------
                 (Jurisdiction of incorporation or organization)

        1608 - 675 West Hastings Street, Vancouver, B.C., Canada V6B 1N2
        ----------------------------------------------------------------
                    (Address of principal executive offices)

 Securities registered or to be registered pursuant to Section 12(b) of the Act


         Title of each class           Name of each exchange on which registered
         -------------------           -----------------------------------------
            Common voting                  Canadian Venture Exchange (formerly
                                              Vancouver Stock Exchange)


<PAGE>




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

                                  Common voting
                                ----------------
                                (Title of Class)

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act

                                      Nil
                                ----------------
                                (Title of Class)

Indicate the number of  outstanding  shares of each of the  Issuer's  classes of
capital or common  stock as of the  closing of the period  covered by the annual
report

                                 Not applicable

Indicate by check mark 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  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days

         Yes                 No      x             not applicable


Indicate by check mark which financial statement item the Registrant has elected
to follow

         Item 17    x                              Item 18



NOTE:    All  references  to  monies  herein  are  to  Canadian  dollars  unless
         otherwise specifically indicated



<PAGE>




                                     PART I

1.       DESCRIPTION OF BUSINESS

A.       Present Business Structure

The  Company  was  originally  incorporated  under the laws of the  Province  of
British  Columbia,  Canada on March 2, 1984  under  the name  "Colima  Resources
Limited".  The name was changed to  "Procordia  Explorations  Ltd." on April 27,
1990 and to its present name effective September 10, 1993. The Company underwent
at least two changes of management  prior to Mr. Atkinson  essentially  assuming
control of management in January of 1993.

The  Company is not  presently  carrying on any  business in its own right.  The
Company's  present  business  activities are essentially all done by and through
its  wholly  owned  subsidiary,   Cortina  Integrated  Waste  Management,   Inc.
(hereinafter  called "Cortina"),  which is incorporated  pursuant to the laws of
California,  U.S.A. The Company  maintains head office  facilities in Vancouver,
B.C., Canada for itself and Cortina.  The principal  director and officer of the
Company,  David Atkinson,  is also the principal director and officer of Cortina
and works,  on a full-time  basis,  for the Company and Cortina at the Vancouver
office.

The Company  also  provides  all of the funding  required by Cortina - by way of
making unsecured demand loans to it.

The Company, until 1991, while under different management, carried on, from time
to time,  somewhat minimal mineral  exploration work in Canada. In 1991 and 1992
it investigated and negotiated  interim agreements (which have since expired) to
become  involved in certain waste hauling and disposal  projects in California -
including  the  then  proposed  project  which  is now the  focus  of  Cortina's
activities. After the Company came under its present management various business
opportunities  were investigated and interim  negotiations  opened - but none of
these  activities   resulted  in  any  material  business  activities  or  asset
acquisitions  other than the Solucorp  royalty  interest and, earlier this year,
the proposed  purchase of 100% of the shares of Pacific  Waste  Services,  Inc.,
described below.

B.       Pacific Waste Services, Inc. acquisition

 The  Issuer  entered  into a  Purchase  Agreement  dated  March 31,  2000 ("the
 Agreement")  with the  owners of 100% of the  issued  shares of  Pacific  Waste
 Services,  Inc.,  a private  company  based in San  Ramon,  California,  U.S.A.
 ("PWS"). The owners with which the Agreement has been signed are:

 James A. Wyse, Danville, California, U.S.A.
 David S. Brischke, San Ramon, California, U.S.A.
 Thomas G. Valentino, Chico, California, U.S.A.
 Scott D. Schmidt, Byron, California, U.S.A.
 Doana Wyse, Danville, California, U.S.A.


                                       1
<PAGE>

 (hereinafter called "Vendors")

 The Issuer has agreed to issue to the Vendors,  pursuant to the Agreement,  for
 the  purchase  of 100% of the  issued  shares of PWS,  8,000,000  shares in its
 capital ("Shares") on three bases, being:

a.       5,000,000  Shares will be issued to the Vendors upon the acceptance for
         filing of the  Agreement by the Exchange  (the date of such  acceptance
         being hereinafter called the "Acceptance Date"). The Shares will all be
         issued  but,  pursuant  to  Exchange  requirements,  10% of the numbers
         issued  to each  Vendor  will be free of  escrow  restrictions  but the
         remaining  90% will have to be deposited in an escrow and released at a
         rate of 15% at 6 month intervals measured from the Acceptance Date;

b.       2,000,000  "earn-out" Shares will be issued to the Vendors on the basis
         of  PWS's  earnings  from  certain  contracts  which  PWS did not  have
         completed and  operational  at the date of the Agreement but which were
         under  negotiations  or were  anticipated and which are believed by the
         Vendors to contribute substantially to the value of PWS. One such Share
         will be issued to the Vendors for each $1.00  (U.S.) of earnings by PWS
         from  such   contracts   calculated  on  a  before   interest,   taxes,
         depreciation and amortization basis ("EBITDA  earnings").  PWS's EBITDA
         earnings from such  contracts  will be calculated on a quarterly  basis
         and Shares  will be issued  quarterly  on the basis of such  calculated
         earnings.  Any of the said Shares which have not become issuable to the
         Vendors by September  30, 2003 will cease to be issuable and the number
         of Shares to be received by the Vendors  pursuant to the Agreement will
         be reduced accordingly.

c.       1,000,000 Shares,  commonly called by the parties "Project Shares" will
         be issued to the Vendors in consideration of the value of the interests
         already  effectively  owned by PWS in the Cortina Project.  The Project
         Shares  will be issued to the  Vendors in equal  quarterly  tranches of
         125,000  Shares  each,  the  first to be  issued on the last day of the
         calendar quarter in which the Cortina Project commences operations on a
         commercial basis ("Project  Commencement Date");  provided however that
         Shares will only be issued for a quarter in which the  Cortina  Project
         operates  commercially  for at least 60 days. Any of the Project Shares
         which have not been  issued to the Vendors by 5 years after the Project
         Commencement  Date will cease to be  issuable  to the  Vendors  and the
         numbers of Shares  issuable  to the Vendors  pursuant to the  Agreement
         will be reduced accordingly.


                                       2
<PAGE>

 Pursuant to the Agreement the principal Vendor, James A. Wyse, was appointed to
 the Board of Directors of the Issuer on June 1, 2000. A further  nominee of the
 Vendors  will  be  appointed  to the  Issuer's  Board  and  the  Board  will be
 reconstituted to comprise of 5 persons 2 of whom will be Vendors or Nominees of
 the Vendors,  within 10 days after the Acceptance  Date. At that time Wyse will
 also be appointed President of the Issuer.

 The Agreement is subject to its acceptance for filing by the Exchange.  Subject
 to the Acceptance  Date occurring,  and the  continuance of the Agreement,  the
 closing of the  transaction  contemplated  by the Agreement will occur on April
 30, 2001.

 It is a  condition  of the  closing  of the  Agreement  that the  Issuer and or
 Cortina will have, prior to that date, raised additional financing, being:

a.       at least  $5,000,000  (Cdn.) of equity or debt financing will have been
         raised by one or both of the Issuer and Cortina, or;

b.       at least  $3,000,000  (Cdn.)  will  have  been  raised  by  Cortina  by
         non-equity financing for application to the Cortina project and Cortina
         costs.

 The  Agreement  has  been  submitted  to the  Exchange  but it is  still  under
consideration by the Exchange.

 PWS  is  an  established  waste  management   consultant  and  contractor  with
 operations  in the area of  landfill  management,  design  and  waste  disposal
 throughout the Western  United  States.  It has been expanding the scope of its
 operations  and  anticipates to thereby expand both its gross and net revenues.
 It has reported to the Issuer that it has been in business  since 1988. PWS has
 been  providing  consulting  services to the Issuer and Cortina since 1995 with
 respect to the Cortina Project. As a result of supplemental  agreements PWS has
 accepted  part of its  remuneration  for work done by the accrual of fees which
 are convertible  into an interest in Cortina Project of up to 25%. In addition,
 PWS has accepted  portions of it's  compensation by way of shares in the Issuer
 and presently holds 533,000 shares of the Issuer.  This agreement will cease to
 be of any effect if and when the acquisition of PWS is completed.

 C.      Solucorp Royalty Interest

 Pursuant to an agreement dated effective August 15, 1994 the Company contracted
 with Solucorp  Industries Ltd. and its wholly owned subsidiary,  ESM Industries
 (Canada)  Inc.  (hereinafter  together  referred to as  "Solucorp"),  to settle
 certain  outstanding  financial issues and to receive in consideration  thereof
 the right to receive  royalties equal to $1.00 (Cdn.) for each tonne of soil or
 other material  remediated or processed in Canada using  Solucorp's MBS Process
 for  the  period  ending  August  15,  2014.  The  Company  also  acquired  the
 non-exclusive right to market usage of the MBS Process in Canada and the United
 States,  during the period ending August 15, 2014 and to receive $1.00 (Cdn. or
 U.S. as may be applicable)  for each tonne of material  remediated or processed
 using the MBS Process as a result of the Company's marketing efforts.


                                       3
<PAGE>

 In further  consideration  of the right to receive  the  payments  the  Company
 issued  Solucorp  50,000  shares  in its  capital  and is  obliged  to issue to
 Solucorp an additional maximum of 200,000 shares in its capital on the basis of
 1 share having to be issued for each $1.00 (Cdn.) of royalty payments received,
 such shares to be  allotted in blocks of not less than 50,000  shares each from
 time to time.  To this  date  the  Company  has  received  royalties  totalling
 $113,275  (Cdn.).  The Company has not issued any further  shares to  Solucorp.
 Solucorp has  reported to the Company  that it is engaged in seeking  contracts
 for the use of its MBS Process in Canada and the U.S. and that it has had minor
 agreements  for its usage in Canada which has resulted in the royalty  payments
 that  have  been  paid  to  the  Company.  The  Company  has  investigated  the
 possibility  of  marketing  Solucorp's  MBS  Process  and has  had  exploratory
 negotiations  with potential  users of it but it has not actively  marketed the
 Process nor achieved any agreements for the use of the Process.

 D.      Cortina

The  Company,  through  Cortina,  is  continuing  studies and seeking  approvals
relative to the  construction,  installation  and operation of a waste  landfill
operation  (the  "Project") on lands (the  "Lands")  located  approximately  100
kilometers north of the City of Sacramento, in Colusa County, California, U.S.A.
The Company  entered into a  Memorandum  of  Agreement  dated June 10, 1993,  as
amended November 30, 1993, March 4, 1994 and August 23, 1994 (the  "Agreement"),
with the owner of the  Lands,  being an Indian  Band  known as  "Cortina  Indian
Rancheria"  (the  "Band").  Subsequently,  the  Company  entered  into  a  lease
agreement  on the Lands  dated  October  31,  1995 with the Band (the  "Business
Lease") for the purpose of  facilitating  the  Project.  The  Business  Lease is
subject to the formal approval of the Secretary of State for the Interior of the
United States of America ("Interior Secretary") - which has been applied for but
not yet received.

Cortina  has  paid  the Band  $33,000  (U.S.)  pursuant  to the  Agreement.  The
Agreement, and the payments made thereunder,  were to secure for the Company the
exclusive  rights to deal with the Band and to  negotiate  and sign the Business
Lease.

The  Business  Lease  is for a term of 25  years  running  from  the date of its
approval  by the  Interior  Secretary  and will be  renewable,  at the option of
Cortina  for a further 25 years.  A minimum  rental of $15,000  (U.S.) per month
will have to be paid  commencing  upon the  commencement of the operation of the
Project,  and a $10,000 (U.S.)  one-time  payment must be made within 21 days of
the  approval of the  Interior  Secretary.  Throughout  the term of the Business
Lease a percentage of the gross  revenues from the Project will have to be paid,
being 3% of the gross  revenues  received  for the first  150,000  tons of waste
dumped each year and 5% thereafter, subject to the monthly minimums noted above.

During the period since the execution of the Agreement, the Company has, through
the  efforts of its  Management,  and with  advice  from  consultants  and other
sources,  investigated the feasibility and the potential economic viability of a
waste landfill on the Lands. The conclusion of Management is that the Project is
feasible  and  economically  viable.  Accordingly,  the  Company and Cortina are
continuing with the proposal to develop the Project.


                                       4
<PAGE>

The  approval of the  Business  Lease by the  Interior  Secretary  is subject to
extensive  reviews being conducted on behalf of Cortina of virtually all aspects
of the Project including  environmental impact,  interference with archeological
sites,  seismic  stability of the underlying rock structure and other incidental
aspects.  The  approval  is also  subject to various  reviews  and local  public
hearings.  To date all such requirements  have been  successfully  conducted and
concluded.  Approval by the Interior Secretary will also effectively,  under the
Solid Waste  Regulations  applicable,  constitute  a permit to proceed  with the
building and operation of the Project facilities. After approximately 4 years of
working  on  satisfying  all the  requirements  to obtain  the  approval  of the
Interior  Secretary  the  Company  is  presently  anticipating,  if  no  further
difficulties  arise,  that the approval will be received not later than November
30, 2000.

The Project is to be an integrated waste management facility and landfill on the
443 acre Lands. The operation of the facility will offer landfilling, recycling,
composting,  bioremediation,  and treatment of  contaminated  soils,  sludge and
green waste.  If permitted to accept 1,500 tons of waste per day - which is what
has been applied for - the facility is projected to have a capacity of accepting
close to 30,000,000  tons of waste and landfill and to have an operational  life
of more than 40 years. The various approval processes which have been pursued by
the Company and Cortina have required that they develop  detailed  plans for the
Project and the Project facilities. However, pending the receipt of the approval
from the Interior  Secretary - and the  permitting  of the Project - Cortina has
not commenced construction of any Project facilities. Nor has Cortina signed any
contracts for the receipt and handling of waste, nor any of the other incidental
agreements  that will be necessary to negotiate and settle to construct and then
operate the Project  facilities.  Cortina and the Company  have not yet realized
any revenues from the proposed Project.

The Company has conducted  studies to determine  the potential  amounts of waste
available  within the area which is within  economic  distances  of the  Project
("Project  Area").  This has included  reviewing the existing waste handling and
landfill facilities in the area - essentially within  approximately 150 miles of
the Project site. As virtually  100% of the waste moved to the site will have to
be by truck the hauling costs will be a factor in determining the distances from
which waste can be economically  hauled to the site. The Company's  reviews have
also been as to the  remaining  potential  operational  periods  for other waste
facilities  within the Project Area and other  potentially new waste handling or
disposal  facilities that have been announced or brought to the attention of the
Company within the Project Area. However,  due to the uncertainty of the various
governmental authorities which would have jurisdiction over other waste handling
facilities  in the Project Area - which would not be on Federal lands - no final
determination  can be made of whether or not other  competing  facilities may be
licensed  within  the  Project  Area,  or if  extensions  will be granted of the
permits  for  existing  facilities.  Management  is aware of the fact that waste
handling  -  particularly  waste  that has any  level of  contamination  - is an
environmentally  and politically  sensitive subject.  Management also recognizes
that  notwithstanding  that the Project is to be located on U.S.  Federal Indian
lands,  and therefore not fully subject to the rules and regulations of local or
state  governments,  local  public  opposition  - of which there has been some -
could become so aggressive and vocal that the Interior  Secretary  could further
delay the required approval or impose further requirements as a condition of the
final approval.

Reviews and studies  done on behalf of the  Company to date  satisfy  Management
that there is  available  within the  Project  Area not less than the  projected
1,500 tons of waste per day that will require disposal and which can potentially
be made the  subject  of  disposal  contracts  in the  Project  facilities.  The
development and the requirement to dispose of waste is not seasonal.


                                       5
<PAGE>

The Company  calculates  that it and Cortina have to November 30, 1999  expended
approximately  $2,248,000  on the  development  of the  Project - both in direct
costs and  indirect  general and  administrative  costs.  Of this,  $353,746 was
expended in the fiscal year ended November 30, 1999. Management anticipates that
further  costs will be incurred - for which  funding  will have to be obtained -
until Project is financially self-sufficient as follows:


For the period until  approval is obtained from  Interior
   Secretary -  projected to be November 30, 2000.............$    50,000 (U.S.)

For the period following  approval for the development of
   the final  engineering and construction plans -
   estimated to be for a period of 4 months -.................$   300,000 (U.S.)
Capital costs for the construction of the Project
   facilities.................................................$ 5,000,000 (U.S.)


Management is anticipating that it will be able to raise, by equity funding, all
of the costs required prior to the commencement of  construction.  Management is
anticipating being able to borrow, on acceptable terms, 100% of the capital cost
requirements for the Project.

Neither the Company or Cortina  have any  employees - other than its  President,
David Atkinson,  who is engaged under a Service  Contract on a full-time  basis.
All other  efforts on behalf of the Company and Cortina are done by  consultants
and  contractors  under contract.  The Company does not anticipate  engaging any
employees until the Project facility is near completion - and then all employees
will be engaged as employees of Cortina.

The  Company  has entered  into a  Memorandum  of  Understanding  ("MOU")  dated
September 25, 1996 with Pacific Waste  Services  Inc.  (formerly  named James A.
Wyse,  Inc.) ("PWS"),  of San Ramon,  California,  U.S.A.,  whereby PWS has been
granted an option to acquire a maximum of 10% equity  interest in Cortina.  That
Agreement will cease to be effective when the Company  completes the acquisition
of PWS.

E.       Funding Agreement with Solucorp Industries Ltd. ("Solucorp")

The Company  entered into an Agreement  dated  September 5, 1995 and  incidental
supplemental  agreements  (hereinafter  together  called the  "Agreement")  with
Solucorp, pursuant to which Solucorp was granted the right to provide funding of
up to  $1,000,000  (U.S.) to be applied to the costs of the  development  of the
Cortina Landfill Project.  The Agreement provided for the funding to be advanced
in portions  from time to time as required by Cortina to pay  specific  costs or
invoices. Solucorp has provided a total of $304,712.

The Agreement  provided that Solucorp had the right, at any time after supplying
$400,000  (U.S.),  to convert the advances to the  acquisition of an interest in
the Project on the basis of each $40,000 (U.S.) advanced being  convertible to a
1%  participating  interest  in the Project - and  various  additional  optional
rights, none of which were earned or exercised by Solucorp.


                                       6
<PAGE>

Due to  defaults  by  Solucorp  the  Company  gave it  notice in  November  1998
terminating Solucorp's rights to advance further monies. As a result, the monies
that have been  advanced are repayable by the Company with interest at a rate of
15% per annum  provided  that  such  repayment  will only be by way of  Solucorp
setting off 25% of the various royalty  payments which become due from it to the
Company under the agreements described in sub-clause C above.

F.       Company's Plan of Operations

The Company does not anticipate undertaking any activities during the balance of
its fiscal  year  ending  November  30,  2000 other than to support and fund the
ongoing  activities  of Cortina  and  working  toward the closing of the Pacific
Waste  Agreement.  The Company does not have a firm budget or a projection of it
and Cortina's  financial  requirements  for the balance of the fiscal year.  The
Company is  anticipating  that it will be able to secure the  necessary  funding
from one of a number of  sources,  being the  exercise  of  various  outstanding
options  and  share  purchase  warrants  and the  private  sale of shares in its
capital.  The  Company  is not in a  position  to  depend  on  the  securing  of
additional  funding and if additional  funding is not secured the operations and
activities  of  Cortina  will  have to be  reduced  to  whatever  level  will be
compatible  with the funding  that it is able to secure.  The  Company  does not
anticipate that it or Cortina will receive any sales or business revenues during
the current  fiscal year or that they will  achieve the sale of any  products or
services.

 The  company  recognizes  that  Cortina's  proposed  landfill  project is still
 subject to certain approvals by various levels of government and that it is not
 necessarily in a position to assure that such  approvals will be received.  The
 Company and Cortina also recognize that the landfill project is environmentally
 sensitive and that it therefore  faces  objections and delays caused by persons
 living  in the  area of the  proposed  site of the  Project  and  environmental
 advocacy and vested interest groups and organizations.

 2.      DESCRIPTION OF PROPERTY

 The principal assets of the Company are:

 (a)     the ownership of 100% of the issued shares of Cortina;

 (b)     the Pacific Waste Agreement described in Item 1B above.

The properties and assets of Cortina and Pacific Waste are described in Item 1.

3.       LEGAL PROCEEDINGS

There are no material legal proceedings existing, pending or threatened to which
the  Company,  Cortina,  Pacific  Waste or their  properties  are a party or are
subject.


                                       7
<PAGE>

4.       CONTROL OF REGISTRANT

(a)      The Company is not, to the best of the knowledge of the Company and its
         Directors and Officers,  directly or indirectly  owned or controlled by
         another corporation or by any foreign government.

(b)      The Company's outstanding shares are in registered form but it is known
         to the Company and its management  that the  registered  holders of the
         outstanding shares are, in large part, not the beneficial owners of the
         outstanding  shares and that  significant  numbers  of the  outstanding
         shares are held  registered in the names of various  nominees on behalf
         of the beneficial owners of such shares. As a result it is not possible
         for the Company or its management to know who are all of the beneficial
         owners of its outstanding  shares or how many outstanding shares may be
         beneficially owned by any single shareholder.  The Company's authorized
         capital consists of 100,000,000 common shares without par value, all of
         which are voting, with each share having one non-cumulative vote. Based
         on information  that the Company has been able to assemble,  Management
         believes that there are no shareholders  beneficially holding more than
         10% of the Company's issued shares.

(c)      There are no arrangements known to the Company,  the operation of which
         may at a  subsequent  date  result  in a change in the  control  of the
         Company;  provided that when 5,000,000 shares of the Company are issued
         pursuant to the Pacific  Waste  Agreement  described  in Item 1B above,
         James A. Wyse will receive a number of shares of the Company which will
         result in him then  holding  more than 10% of the issued  shares of the
         Company.  It is also assumed that the 5,000,000 shares that the vendors
         will   receive   under  the  Pacific   Waste   Agreement   will  create
         shareholdings  which will have the potential of changing the control of
         the Company.

5.       NATURE OF TRADING MARKET

(a)      The only principal market for the shares of the Company is the Canadian
         Venture  Exchange and its  predecessor  the  Vancouver  Stock  Exchange
         ("Exchange") in Vancouver, British Columbia, Canada on which the shares
         are listed for trading.  There is no trading  market for the  Company's
         shares in the United States.

(b)      On a  quarterly  basis the high and low sales  prices for the shares of
         the Company on the Exchange during the two most recent completed fiscal
         years,  and the  period  since  then,  were as follows -  expressed  in
         Canadian funds:

              Quarter                                Low         High
                                                      $           $
Dec. 01/97 - Feb. 29/98                              0.50        1.70
Mar. 01/98 - May 31/98                               0.59        0.90
June 01/98 - Aug. 31/98                              0.60        0.98
Sept. 01/98 - Nov. 30/98                             0.26        0.45
Dec. 01/98 - Feb. 28/99                              0.27        0.48
Mar. 01/99 - May 31/99                               0.39        0.75
June 01/99 - Aug. 31/99                              0.20        0.63
Sept. 01/99 - Nov. 30/99                             0.21        0.44
Dec. 01/99 - Feb. 01/00                              0.34        1.40
Mar. 01/00 - May 31/00                               0.91        2.06
June 01/00 - Aug. 31/00                              1.04        1.79


                                       8
<PAGE>

(c)      It is not possible for the Company to identify  exactly how many of its
         issued  shares are held by United  States  residents  nor the number of
         United  States  residents who hold shares of the Company.  However,  an
         examination of the records of the Company's  registered  shareholdings,
         prepared as at August 31, 2000,  showed a total of 199,630 shares being
         held by 9 U.S.  residents.  The  Company has polled  various  brokerage
         firms  and  nominees  and  has  received   advice  that  a  further  40
         unregistered  shareholders  are  the  beneficial  owners  of  1,259,963
         shares. It is not possible for the Company to accurately  determine how
         many different  beneficial holders own the shares held by such nominees
         nor how many other U.S.  resident  shareholders  may  beneficially  own
         shares which are registered in the names of other agents or nominees.

6.       EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

There are no laws,  decrees or  regulations  in Canada,  in which the Company is
incorporated,  that restrict the export or import of capital or which constitute
foreign exchange controls or which affect the remittance of dividends,  interest
or other payments to non-resident holders of the Company's securities. There are
also no limitations  created by any governmental laws, decrees or regulations in
Canada  creating any  limitations on the right of non-resident or foreign owners
to hold or vote shares of the Company,  nor are any such limitations  created by
the Company's Charter, Articles or constating documents.

7.       TAXATION

To the best of the Company's  knowledge  there are no taxes or similar levies to
which holders of the Company's shares resident in the United States are subject.
However,  the Company understands that pursuant to a Canada-U.S.  tax treaty any
dividends  which the Company  might  declare in favour of  shareholders  who are
resident in the United States will be subject to such Canadian withholding taxes
as the then current provisions of the treaty may require.


                                       9
<PAGE>


8.       SELECTED FINANCIAL DATA

(a)      The Company  has not at any point  during its  existence  carried on an
         active  business  from which it generated  income or incurred  business
         operation expenses. The Company does not have any long-term obligations
         except those  described  in Item 1 hereof.  The Company has not, in its
         existence, generated any profits or taxable earnings. No dividends have
         ever  been  declared  or  paid.  Reference  is  made  to the  financial
         statements  attached as an Exhibit hereto for information  with respect
         to the  Company's  Balance  Sheet  asset  values  and  other  financial
         information  details for the two fiscal years covered  thereby,  namely
         the period between December 1, 1997 and November 30, 1999.

(b)      The history of Canada-United States exchange rates are presented on the
         basis of the  amount of  Canadian  funds  required  to  purchase  $1.00
         (U.S.). The rates of exchange used are the noon buying rate in the City
         of New York for cable  transfers of foreign  currencies as certified by
         the Federal  Reserve  Bank of New York - presented  on a calendar  year
         basis.
<TABLE>

                                        1999          1998          1997         1996          1995
                                       ------        ------         ------       ------       ------
<S>                                    <C>           <C>            <C>          <C>          <C>
Rate at period end                     1.4722        1.5433         1.4288       1.3697       1.3655

Average rate during period             1.4858        1.4837         1.3849       1.3644       1.3689

High rate during each period           1.5194        1.5433         1.4398       1.3822       1.4238

Low rate during each period            1.4611        1.4168         1.3357       1.3310       1.3285

</TABLE>

9.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
        OF OPERATIONS

Because the Company has not carried on any  business  operations  and has had no
income generating  activities no meaningful  discussion and analysis can be done
of the Company's  operations.  As is noted in Item 1 hereof,  in describing  the
business  activities of the  Company's  subsidiary,  Cortina,  it is involved in
attempts to develop a new business. Unfortunately, it is subject to high degrees
of government  regulation and  environmental  sensitivity over which the Company
has no control.  The  management  of Cortina and the Company have  verified,  to
their satisfaction,  that there is a current and potential long-term  increasing
demand for waste disposal  facilities,  contaminated  materials  remediation and
recycling  facilities.  Management has also concluded to its  satisfaction  that
there is at least an unofficial  policy prevalent in the BIA to support projects
on  Indian  lands  which  provide  economic  benefits  for the  tribes  or bands
involved,  and that the Cortina Band is, due to a lack of any other  significant
industrial  or  economic  activities  on  its  lands,  strongly  in  favour,  in
principle,  of Cortina's proposed project.  Management has accordingly concluded
that in this favourable  potential  marketplace the proposed landfill project of
Cortina should be actively developed, subject to the availability of funding.

                                       10
<PAGE>

10.      DIRECTORS AND OFFICERS OF REGISTRANT

Particulars of the Directors and Officers of the Company are as follows:

Name and countries
   of residence                                  Offices held
-------------------------   ----------------------------------------------------
David Brent Atkinson        Director  since  November 10, 1992 and President and
British Columbia, Canada    Chief Executive Officer since November 12, 1992
                            Director,  President and Chief Executive Officers of
                            Cortina Integrated Waste Management,  Inc. since its
                            incorporation on July 19, 1994

David Francis Andrews       Director of the Company  since  January 20, 1993 and
British Columbia, Canada    Secretary since November 9, 1994
                            Director  and Chief  Financial  Officer  of  Cortina
                            Integrated  Waste  Management,  Inc.  since July 20,
                            1994

Danny L. Atkinson
British Columbia, Canada    Director since February 28, 1997

Deirdre A. Lydon
British Columbia, Canada    Director since May 5, 1998

James A. Wyse
California, U.S.A.          Director since June 1, 2000

The  Directors  all hold their  positions as directors  for an  indefinite  term
subject to re-election at each Annual General Meeting of the shareholders of the
Company.  All positions held with the subsidiaries and all offices held with the
Company are subject to termination by the Board of Directors of the Company.  To
the  best  of the  knowledge  of  the  Company  there  are  no  arrangements  or
understandings  between any of the Directors  and any other persons  pursuant to
which such director was  appointed a director or officer.  David B. Atkinson and
Danny  L.  Atkinson  are  brothers.  Deirdre  A.  Lydon  is the wife of David B.
Atkinson.

11.      COMPENSATION OF DIRECTORS AND OFFICERS

(a)      The  aggregate  compensation  paid by the Company to its  Directors and
         Officers  during the fiscal  year ended  November  30, 1999 was $88,448
         (Cdn.).


                                       11
<PAGE>

(b)      Cortina, the Company's subsidiary,  does not pay or accrue, directly or
         indirectly,  any  compensation  or provide  any  benefits to any of its
         directors  or  officers.   The  Company  does  not  provide  any  other
         remuneration or benefits to its Directors or Officers other than by way
         of options as described in Item 12 below.

12.      OPTIONS AND WARRANTS TO PURCHASE SECURITIES FROM THE CORPORATION OR ITS
         AFFILIATES

(a)      During the period  since the  beginning  of the last  completed  fiscal
         year,  namely  December 1, 1999,  options have been held,  received and
         exercised by Directors and Officers of the Company as follows:

<TABLE>

                                           No. Shares optioned,             No. Share        No. optioned
                                            exercise price and               options            shares
              Names                           date of grant                 exercised         outstanding
----------------------------        ------------------------------          ----------        ----------
<S>                                 <C>                                     <C>               <C>
David B. Atkinson                   August 10, 1995  optioned                150,000           150,000
Director, President and             shares exercisable
CEO                                 at $0.75 per share until
                                    August 10, 2000.

                                    August 8, 1997 optioned                  105,500            63,500
                                    169,000 shares exercisable
                                    at $0.40 until August 7, 2002.
                                    February 15, 2000 optioned

                                    204,500 shares exercisable                   Nil           201,500
                                    at $0.56 until February 14, 2005.

David F. Andrews                    August 10, 1995 optioned
Director and Secretary              80,000 shares exercisable                 80,000               Nil
                                    at $0.75 per share until
                                    August 10, 2000.
                                    June 12, 2000 optioned

                                    55,000 shares exercisable                   Nil             55,000
                                    at $0.90 until June 12, 2005

Danny L. Atkinson                   March 7, 1997 optioned
Director                            100,000 shares exercisable                  Nil            100,000
                                    at $0.40 per share until
                                    March 6, 2002

Deirdre A. Lydon                    May 5, 1998 optioned
Director                            175,500 shares exercisable                  Nil            175,500
                                    at $0.40 per share until
                                    May 5, 2003



                                       12
<PAGE>



James A. Wyse                       June 12, 2000 optioned
Director                            140,000 shares exercisable                  Nil             140,000
                                    at $0.90 per share until
                                    June 12, 2005


(b)      The  Company,  in  addition  to the options  granted to  Directors  and
         Officers  described  above,  has granted share purchase  options to one
         person who is not a Director or Officer of the Company,  the details of
         which are:
<CAPTION>

                                           No. Shares optioned,             No. Share        No. optioned
                                            exercise price and               options            shares
              Names                           date of grant                 exercised         outstanding
---------------------               --------------------------              ---------        ------------
<S>                                 <C>                                     <C>              <C>
Robert Sundberg                     February 15, 2000 optioned                  Nil              50,000
Consultant to the                   50,000 shares exercisable
Company, of Delta,                  at $0.56 per share until
British Columbia,                   February 14, 2005
Canada



(c)      The Company has granted and has  outstanding  share  purchase  warrants
         entitling  the holders to purchase  shares in other  securities  of the
         Company as follows:

<CAPTION>

            Security                      No. Share                Exercise                  Expiry
                                         Purchasable              Price Date
---------------------------------        ----------             ----------------         --------------
<S>                                      <C>                    <C>                      <C>
Common shares *                            123,500              $0.30 per share          November 24/00

Common shares                              472,500              $1.20 per share           January 24/01

Units  -  each  consisting  of  1
share of the
Company and 1 "B"
Warrant **                                 45,000               $1.00 per unit             July 25/01

Common shares                              45,000               $1.25 per share            Earlier of
                                                                                           July 24/01
                                                                                           or 6 months
                                                                                          after date of
                                                                                         "B" Warrant **

</TABLE>

*        Held by a private  company  wholly  owned by the  Company's  President,
         David B. Atkinson.


                                       13
<PAGE>

**       When a Unit is  purchased  it will  include a "B"  Warrant  which  will
         entitle  the holder to  purchase  another  common  voting  share of the
         Company  exercisable  at a price of $1.25 per  share on or  before  the
         earlier of July 24, 2001 or 6 months  after the date of the exercise of
         the Unit.

13.      INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

(a)      During the past 3 years no Director,  Officer,  holder of more than 10%
         of the issued  shares of the Company or any spouse of any such  persons
         had any interests in any material transactions with the Company, except
         with respect to securing  compensation  for services  rendered or being
         granted and exercising  share  purchase  incentive  options,  except as
         follows:

David B. Atkinson -

                  Effective February 5, 1998 purchased 10,000 Units at $0.60 per
                  Unit, as part of a private placement by the Company, each Unit
                  consisting  of 1 share of the Company and a warrant  entitling
                  the purchase of an additional share exercisable  within 1 year
                  at $0.60 per share.  Mr. Atkinson  subsequently  exercised the
                  warrants  to  purchase  a total of 10,000  shares at a cost of
                  $0.60 each.

                  Wholly owned  company,  446980 B.C.  Ltd.,  purchased  140,000
                  Units at a price of $0.60 per Unit,  each Unit consisting of 1
                  share  and 1  1-year  warrant  entitling  the  purchase  of an
                  additional share at $0.60 each. 446980 B.C. Ltd.  subsequently
                  exercised  the  warrants  to purchase  an  additional  140,000
                  shares at a cost of $0.60 per share.

                  On August 13, 1998 446980 B.C. Ltd.  accepted 15,000 shares at
                  a  deemed   price  of  $0.75  per  share  to  settle   Company
                  indebtedness to it of $11,250.

                  April 23, 1999 446980 B.C.  Ltd.  purchased  by way of private
                  placement  from the Company  155,000 Units at a price of $0.30
                  per Unit,  each Unit  consisting of 1 share of the Company and
                  one 1-year  warrant  entitling  the purchase of an  additional
                  share  at  an  exercise  price  of  $0.40  per  share.  446980
                  subsequently  exercised the warrants to purchase an additional
                  155,000 shares at $0.40 per share.

                  September 2, 1999 purchased  75,000 shares of the Company as a
                  private  placement  by the  Company  at a price of  $0.50  per
                  share.   December  6,  1999  446980  purchased  as  a  private
                  placement  345,000 Units,  each Unit  consisting of 1 share of
                  the Company and one 1-year  warrant  entitling the purchase of
                  an additional  345,000 shares  exercisable at $0.30 per share.
                  446980 has  exercised  198,500  of the  warrants  to  purchase
                  198,500  shares of the  Company  at a price of $0.30 per share
                  and still  holds  unexercised  warrants  to  purchase  146,500
                  shares of the Company at $0.30 per share.


                                       14
<PAGE>

David F. Andrews -

                  Effective February 5, 1998 purchased 15,000 Units at $0.60 per
                  Unit, as part of a private placement by the Company, each Unit
                  consisting  of 1 share of the Company and a warrant  entitling
                  the purchase of an additional share exercisable  within 1 year
                  at $0.60 per share.  Mr. Atkinson  subsequently  exercised the
                  warrants  to  purchase  a total of 16,000  shares at a cost of
                  $0.60 each.

                  On March 2, 1999 accepted  30,000 shares at $0.40 per share to
                  settle Company  indebtedness  to it of $12,000.  In April 1998
                  Andrews  purchased  from the  Company  its 100% of the  issued
                  shares  of a  private  Canadian  company,  CPC  Cascade  Power
                  Corporation  ("CPC") in  consideration  of his  assumption  of
                  obligations  the  Company  had  outstanding  to  the  original
                  previous  owners of such shares and to pay  certain  potential
                  royalties to the Company if CPC or its  successors and assigns
                  succeeded  in  developing  and  selling   electricity  from  a
                  hydroelectric  project  on  which  CPC  had  done  preliminary
                  research and planning.

Danny L. Atkinson -

                  On August 13, 1998 accepted 14,000 shares at a deemed price of
                  $0.75  per  share  to  settle  Company  indebtedness  to it of
                  $10,500.  On March 2, 1999 accepted 15,000 shares at $0.40 per
                  share to settle Company indebtedness to him of $6,000.

Deirdre A. Lydon -

                  Wholly  owned DAL  Consulting  Ltd. on March 2, 1999  accepted
                  15,000  shares at a deemed  price of $0.40 per share to settle
                  Company indebtedness to it of $6,000.


(b)      During the past 3 years no  Director or Officer,  or  associate  of any
         Director  or  Officer,  has been  indebted to the Company or any of its
         subsidiaries.


                                       15
<PAGE>



                                     PART II

(a)      Particulars  of  capital   shares  to  be  registered.   The  Company's
         authorized and issued shares are all fully participating common shares,
         none of which have priority over any of the others.  The holder of each
         share is entitled to 1 non-cumulative vote for each share held. None of
         the shares, whether issued or unissued, have any preferential rights or
         restrictions  applicable  to them and none are  subject  to having  any
         rights or restrictions added to or imposed on them.

(b)      No debt securities of the Company or American Depository  Receipts,  or
         any other securities are being registered.

                                    PART III

15.      DEFAULTS UPON SENIOR SECURITIES

The  Company  has never had any  senior  securities  issued or  outstanding  and
accordingly has not defaulted with respect to any senior securities.

16.      CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES

There have been no changes in the  securities  of the Company,  or the rights of
holders of the securities of the Company,  since its incorporation  except that,
effective September 10, 1993, all of the Company's  authorized and issued shares
were  consolidated  on the basis of each 5 existing  authorized or issued shares
being  consolidated into 1 fully  participating  voting common share. This share
consolidation  was applicable to all of the issued shares of the Company and was
effected  after  it  was  approved  by  the  appropriate  and  required  Special
Resolution of the shareholders duly passed at a duly convened general meeting of
the shareholders.

                                     PART IV

17.      FINANCIAL STATEMENTS

The financial  statements of the Company which are exhibited hereto are prepared
according  to  Canadian  Generally  Accepted  Accounting  Principles  and in the
Accountant's Report attached thereto, and in the Notes thereto reference is made
to the material variations in accounting principles,  practices and methods used
in  preparing  financial  statements  pursuant  to Canadian  Generally  Accepted
Accounting   Principles  in  comparison  to  United  States  Generally  Accepted
Accounting Principles and the instructions contained in this Item17.


                                       16
<PAGE>

18.      FINANCIAL STATEMENTS

The  financial   statements  exhibited  hereto  are  prepared  pursuant  to  the
instructions contained in Item 17 and not in this Item 18.

19.      FINANCIAL STATEMENTS AND EXHIBITS

Index of Exhibits attached:

Exhibit  1 - Articles  of  Incorporation  of the  Company;  Certificate  of Name
         Change issued September 10, 1993; Special Resolution dated June 7, 2000
         with attached amended Memorandum

Exhibit  2 - Funding  Agreement  dated  September  5, 1995  between the Company,
         Cortina and Solucorp  Industries  Ltd.,  and  Amendments  thereto dated
         October 20, 1995,  January 12, 1996, and October 15, 1996 - referred to
         in Item 1.C.

Exhibit  3 - Lease dated  October 31, 1995  between  Cortina and Cortina Band of
         Wintun Indians - referred to in Item 1.D.

Exhibit  4 - Agreement  dated March 31, 2000  between the Company and the owners
         of Pacific Waste Services, Inc. - referred to in Item 1.B.

Exhibit  5 - Specimen  Share  Purchase  Option  Agreement  - being  between  the
         Company and David B. Atkinson dated February 15, 2000

Exhibit  6 - Consolidated  audited financial  statements of the Company prepared
         as at November 30, 1999

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934 the Registrant certifies that it meets all of the requirements for filing a
Form 20-F and has duly  caused the  Registration  Statement  to be signed on its
behalf by the Undersigned, thereunto duly authorized.

DATED at Vancouver, British Columbia, Canada, on the 31st day of August, 2000.

EARTHWORKS INDUSTRIES INC.

Per:     /s/ David B. Atkinson
         -----------------------------------------
         David B. Atkinson, Director and President




                                       17