<PAGE>

================================================================================

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


                                  FORM 10-QSB
                                AMENDMENT NO. 2
(Mark one)
    X
   ---
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1999

                                      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 0-26433

                         ENVIRO-CLEAN OF AMERICA, INC.
            (Exact name of registrant as specified in its charter)

          NEVADA                                          88-0386415

(State or other jurisdiction of             (I.R.S. Employer Identification No.)

incorporation or organization)


                                211 PARK AVENUE
                            HICKSVILLE, NY   11801
                   (Address of principal executive offices)

                                (516) 931-4455
               (Issuer's telephone number, including area code)

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

     State the number of shares outstanding of each of the issuer's classes of
Common Stock as of the latest practicable date:  The total number of shares of
Common Stock, par value $0.01 per share, outstanding as of November 12, 1999 was
4,351,000.

     Transitional Small Business Disclosure Format (check one)  Yes      No  X
                                                                    ---     ---

================================================================================
<PAGE>

                         ENVIRO-CLEAN OF AMERICA, INC.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
                                       PART I - FINANCIAL INFORMATION

Item 1.   Consolidated Financial Statements

       Consolidated Balance Sheet as of September 30, 1999 (Unaudited).................................          2
       Consolidated Statement of Earnings for the Nine Months Ended September 30, 1999 and 1998
        (Unaudited)....................................................................................          3

       Consolidated Statement of Earnings for the Three Months Ended September 30, 1999 and 1998
        (Unaudited)....................................................................................          4

       Consolidated Cash Flow Statement for the Nine Months Ended September 30, 1999 and 1998                    5
        (Unaudited)....................................................................................
       Consolidated Statement of Shareholders' Equity for the Nine Months Ended September 30, 1999               6
        (Unaudited)....................................................................................
       Notes to the Consolidated Financial Statements (Unaudited)......................................          7

  Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.......         16

                                          PART II - OTHER INFORMATION

  Item 1.  Legal Proceedings...........................................................................         21

  Item 2.  Changes in Securities.......................................................................         21

  Item 4.  Submission of Matters to a Vote of Security Holders.........................................         21

  Item 5.  Other Information and Subsequent Events.....................................................         21

  Item 6.  Exhibits and Reports on Form 8-K............................................................         23

SIGNATURES.............................................................................................         25
</TABLE>


                                       i
<PAGE>

                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>
                                            ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES
                                                     CONSOLIDATED BALANCE SHEET
                                                         SEPTEMBER 30, 1999
                                                             (Unaudited)
<S>                                                                                              <C>                <C>
                            ASSETS
Current assets
   Cash & cash equivalents                                                                       $ 2,174,553
   Accounts receivable                                                                               935,151
   Merchandise Inventory                                                                             689,781
   Loan receivable-affiliate                                                                         179,836
   Prepaid expenses & other                                                                           67,542
                                                                                                 -----------

    Total current assets                                                                                            $ 4,046,863

 Property, Plant & Equipment - At cost                                                             1,263,280
   Less: Accumulated Depreciation                                                                    999,187            264,093
                                                                                                 -----------

 Other Assets
    Goodwill                                                                                       6,963,175
     Investment in unconsolidated affiliate                                                          178,506
    Other                                                                                             24,374
                                                                                                 -----------

     Total other assets                                                                                               7,166,055
                                                                                                               ----------------

    TOTAL ASSETS                                                                                                    $11,477,011
                                                                                                               ================

 LIABILITIES & STOCKHOLDERS'  EQUITY
 Current Liabilities
    Accounts payable & accrued expenses                                                          $ 1,294,283
    Current maturities of long-term debt                                                             855,358
                                                                                                 -----------

    Total current liabilities                                                                                       $ 2,149,641

 Long Term Liabilities
     Notes payable - Subordinated                                                                  2,401,172
     Long-term debt, less current maturities                                                       1,260,718
                                                                                                 -----------

     Total long-term liabilities                                                                                      3,661,890

 Stockholder's equity
    Preferred stock Series A-$.001 par value; stated value $5.00;
     authorized, issued and outstanding 500,000 shares                                             2,500,000
    Preferred stock Series D-$.001 par value; stated value $5.00;
     authorized, issued and outstanding 320,000 shares                                             1,600,000
    Preferred stock Series E-$.001 par value; stated value $2.50;
     authorized, issued and outstanding 70,000 shares                                                175,000
    Common stock-$.001 par value; authorized 20,000,000 shares;
     issued and outstanding 4,351,000 shares                                                           4,351
    Additional paid-in capital                                                                     4,641,040
    Retained earnings (deficit)                                                                   (5,329,911)
    Common stock to be issued                                                                      2,075,000
                                                                                                 -----------

    Total stockholders' equity                                                                                        5,665,480
                                                                                                               ----------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                      $11,477,011
                                                                                                               ================
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       1
<PAGE>

<TABLE>
<CAPTION>
                                   ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES
                                        CONSOLIDATED STATEMENT OF EARNINGS
                              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                                   (Unaudited)
                                                                              1999                       1998
<S>                                                                        <C>                         <C>
 Net Sales                                                                 $ 3,513,056                 $1,376,053

 Cost of sales                                                               1,674,624                    721,314
                                                                           -----------                 ----------

       Gross profit                                                          1,838,432                    654,739
                                                                           -----------                 ----------

 Operating expenses
        Salaries                                                               621,165                    147,811
        Professional fees                                                      405,790                     32,775
        Rent                                                                   114,922                     29,306
        Marketing                                                               58,168                      6,878
        Amortization of goodwill                                               294,634                          -
        Depreciation                                                            39,334                     28,213
        Other                                                                  563,409                    374,838
                                                                           -----------                 ----------
                                                                             2,097,422                    619,821
                                                                           -----------                 ----------

       Operating profit (loss)                                                (258,990)                    34,918
                                                                           -----------                 ----------

 Other income (expense)
   Equity in loss of unconsolidated subsidiary                              (1,190,198)
   Interest expense                                                           (252,631)                   (46,497)
   Interest and other income                                                    30,113                          -
                                                                           -----------                 ----------
                                                                            (1,412,716)                   (46,497)
                                                                           -----------                 ----------

 Loss before income taxes                                                   (1,671,706)                   (11,579)

 Income taxes                                                                   27,360                      1,000
                                                                           -----------                 ----------

 Net loss                                                                   (1,699,066)                   (12,579)

 Preferred stock dividends                                                    (102,270)                         -
                                                                           -----------                 ----------

 Net loss attributable to common stockholders                               (1,801,336)                   (12,579)
                                                                           ===========                 ==========


 Loss per share-basic and diluted                                          $     (0.43)                $        -
                                                                           ===========                 ==========

 Weighted average number of shares outstanding                               4,207,000                  3,400,000
                                                                           ===========                 ==========
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

<TABLE>
<CAPTION>
                                  ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES
                                       CONSOLIDATED STATEMENT OF EARNINGS
                             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                                  (Unaudited)
                                                                             1999                      1998
<S>                                                                       <C>                        <C>
 Net Sales                                                                $ 1,690,681                $  456,602

 Cost of sales                                                                818,015                   225,652
                                                                          -----------                ----------

       Gross profit                                                           872,666                   230,950
                                                                          -----------                ----------

 Operating expenses
       Salaries                                                               329,299                    68,414
       Professional fees                                                      281,912                     7,200
       Rent                                                                    80,566                     8,427
       Marketing                                                               43,484                       942
       Amortization of goodwill                                               145,774                         -
       Depreciation                                                            16,777                     8,952
       Other                                                                  222,365                   144,656
                                                                          -----------                ----------
                                                                            1,120,177                   238,591
                                                                          -----------                ----------

       Operating loss                                                        (247,511)                   (7,641)
                                                                          -----------                ----------

 Other income (expense)
   Equity in loss of unconsolidated subsidiary                             (1,190,198)
   Interest expense                                                          (185,849)                  (11,867)
   Interest and other income                                                   22,504                         -
                                                                          -----------                ----------
                                                                           (1,353,543)                  (11,867)
                                                                          -----------                ----------

 Loss before income taxes                                                  (1,601,054)                  (19,508)

 Income taxes                                                                  21,960                         -
                                                                          -----------                ----------

 Net loss                                                                  (1,623,014)                  (19,508)

 Preferred stock dividends                                                    (49,645)                        -
                                                                          -----------                ----------

 Net loss attributable to common stockholders                              (1,672,659)                  (19,508)
                                                                          ===========                ==========


 Loss per share-basic and diluted                                         $     (0.38)               $    (0.01)
                                                                          ===========                ==========

 Weighted average number of shares outstanding                              4,351,000                 3,400,000
                                                                          ===========                ==========
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

<TABLE>
<CAPTION>
                              ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES
                                    CONSOLIDATED CASH FLOW STATEMENT
                          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                               (Unaudited)
                                                                         1999                    1998
<S>                                                                   <C>                      <C>
Cash flows from operating activities:
 Net Loss                                                             $(1,699,066)             $ (19,508)
                                                                      -----------              ---------
 Adjustments to reconcile net income to net cash
 provided by operating activities:
 Depreciation                                                              39,334                 28,213
 Amortization of goodwill                                                 294,634                      -
 Amortization of note discount                                             79,844                      -
 Equity in loss of unconsolidated                                       1,190,198
  affiliate
 Common stock issued in consideration of professional fees                125,000                      -
 (Increase) decrease in accounts                                         (227,762)               (18,616)
  receivable
 (Increase) decrease in prepaid expenses and other assets                  (4,083)               (39,254)
 (Increase) decrease in inventories                                      (539,668)               (16,100)
 Increase (decrease) in accounts payable                                  760,016                (68,107)
                                                                      -----------              ---------
 Total adjustments                                                      1,717,513               (113,864)
                                                                      -----------              ---------

 Net cash provided(used) by operating activities                           18,447               (133,372)
                                                                      -----------              ---------

Cash flows from investing activities:
 Cash paid for acquisitions                                            (1,552,451)                     -
 Cash acquired from subsidiaries                                          314,334                      -
 Loans receivable-affiliate                                              (179,836)                     -
 Loans receivable-other                                                    21,320                      -
 Purchase of fixed assets                                                 (12,350)                (5,646)
                                                                      -----------              ---------

 Net cash used by investing activities                                 (1,408,983)                (5,646)
                                                                      -----------              ---------

Cash flows from financing activities:
 Net cash received (paid) on notes payable                              1,671,441                (81,760)
 Common stock issued                                                          386                    211
 Preferred stock issued                                                   175,000                      -
 Additional paid-in capital on issuance of warrants                       678,672                      -
 Additional paid-in capital on issuance of common stock                   964,614                212,058
 Preferred stock dividends                                               (102,270)                     -
                                                                      -----------              ---------

 Net cash provided by financing                                         3,387,843                130,509
  activities                                                          -----------              ---------
 Net increase (decrease) in cash and equivalents                        1,997,307                 (8,509)

 Cash and cash equivalents, beginning                                     177,246                 39,919
                                                                      -----------              ---------
 Cash and cash equivalents, Ending                                    $ 2,174,553              $  31,410
                                                                      ===========              =========

Supplemental information:
 Cash paid during the period for:
 Interest                                                             $    45,287              $  46,497
                                                                      ===========              =========
 Taxes                                                                $     2,298              $       -
                                                                      ===========              =========
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                                    ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

1.  GENERAL:

     The accompanying financial statements, footnotes and discussions should be
     read in conjunction with the financial statements, related footnotes and
     discussions contained in the Company's Annual Report and Quarterly Report
     filed with Form 10-SB for the year ended December 31, 1998 and the six
     months ended June 30, 1999.

     The financial information contained herein is unaudited.  In the opinion of
     management, all adjustments necessary for a fair presentation of such
     financial information have been included.  All adjustments are of a normal
     recurring nature.

     The results of operations for the three and nine months ended September 30,
     1999 and 1998, are not necessarily indicative of the results to be expected
     for the full year.

2.  PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     The accompanying consolidated financial statements include the accounts of
     Enviro-Clean of America, Inc and its Subsidiaries (collectively the
     "Company").  All significant intercompany balances and transactions have
     been eliminated in consolidation.

     The principal business activity of the Company is manufacturing and the
     wholesale distribution of sanitary maintenance supplies and paper products.
     The Company also provides buying services and group discounts to wholesale
     distributors of sanitary maintenance supplies, paper goods and related
     products.

     The Company considers all highly liquid instruments purchased with a
     maturity of three months or less to be cash equivalents.

     Property and equipment are recorded at cost.  Depreciation is provided for
     by the straight-line method over the estimated useful lives of the property
     and equipment.

     Inventories consisting of raw materials, work in process and finished goods
     are valued at the lower of cost or market.  Cost is determined using the
     first-in, first-out method.

     The preparation of financial statements in accordance with generally
     accepted accounting principles requires the use of estimates by management.
     Actual results could differ from these estimates.

     At each balance sheet date, the Company evaluates the period of
     amortization of intangible assets.  The factors used in evaluating the
     period of amortization include:  (i) current operating results, (ii)
     projected future operating results, and (iii) any other material factors
     that effect the continuity of the business.

                                       5
<PAGE>

                                    ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     Preferred stock dividends in arrears, which represent dividends declared,
     but unpaid at September 30, 1999, totals $52,270. Preferred stock dividends
     declared for nine months totals $102,270. As of October 1, 1999, all
     dividends declared through September 30, 1999, have been paid in full.

     Earnings per share ("EPS") is computed by dividing net income or loss by
     the weighted-average number of common shares outstanding for the year.
     Diluted EPS is not presented because the Company had no dilutive securities
     outstanding at September 30, 1999.  At September 30, 1999, there were
     750,000 shares of common stock to be issued in connection with the NISSCO
     Acquisition (note 3), 50,000 shares of common stock to be issued in
     connection with the Superior Acquisition (note 3), and warrants to acquire
     720,000 shares of common stock outstanding.  These amounts have  not been
     taken into account in the computation of earnings per share because the
     effect would be anti-dilutive.

     Management does not believe that any recently issued, but not yet
     effective, accounting standards, if currently adopted, would have a
     material effect on the accompanying financial statements.

3.  ACQUISITIONS

     On January 1, 1999, the Company and Kandel & Son, Inc. ("Kandel"), a New
     York-based sanitary supply distribution company agreed to merge. Richard
     Kandel, the sole stockholder and chief executive officer ("CEO") of Kandel
     is the majority stockholder and CEO of the Company.  The Company paid
     $1,350,000 in cash and exchanged 500,000 shares of Series A Preferred Stock
     for all of the outstanding common stock of Kandel.  The $1,350,000 cash was
     distributed as follows: $684,404 went directly to Mr. Kandel, and $665,596
     paid obligations of Kandel as follows:  $99,914 bank line of credit,
     $382,353 stockholder loan owed to Mr. Kandel, and $183,329 of miscellaneous
     accruals.  This acquisition has been accounted for at historical cost in a
     manner similar to a pooling of interest, because Richard Kandel is the
     majority stockholder of the Company.  As such, the excess of cost over book
     value of net assets acquired of approximately $3,377,000 will be deemed a
     distribution to Richard Kandel.  The historical results of operations of
     Kandel & Son, Inc. for the period from January 1, 1998 to September 30,
     1998, have been retroactively restated and included in the results of
     operations of Enviro-Clean of America, Inc. & Subsidiaries for the period
     from January 1, 1998, to September 30, 1998, in a manner similar to a
     pooling of interests.

     On January 1, 1999, the Company entered into an agreement to purchase all
     of the stock of NISSCO/Sunline, Inc. ("NISSCO"), a Florida-based company
     engaged in group marketing of sanitary/janitorial supplies.  The aggregate
     purchase price for this acquisition is $3,000,000, consisting of $500,000
     in cash and 1,000,000 shares of the Company's common stock.  The common
     stock will be issued to the seller in installments, as defined in the
     agreement.  This acquisition is accounted for as a purchase.

                                       6
<PAGE>

                                    ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     The fair value of assets acquired and liabilities assumed amounted to
     $584,078 and $561,291 respectively, which resulted in an excess of cost
     over the fair value of the net assets acquired (goodwill), of $2,977,213
     which is being amortized over 10 years.  Assets and liabilities acquired,
     at fair value include:
<TABLE>
<CAPTION>

<S>                                           <C>
                      Cash                    $   17,259
                      Accounts receivable        507,331
                      Property & equipment        57,487
                      Other assets                 2,001
                      Accounts payable          (419,670)
                      Loans payable             (141,621)
                                              ----------
                      Net Assets                  22,787
                      Goodwill                $2,977,213
                                              ----------

                      Total consideration     $3,000,000
                                              ----------

                      Cash                    $  500,000
                      Common stock            $2,500,000
</TABLE>

     The operations of NISSCO are included in the consolidated financial
     statements from January 1, 1999, the date of acquisition.

     The seller received 250,000 shares on January 15, 1999 and will receive
     250,000 shares on January 15, 2000, and 500,000 shares on January 15, 2001.
     All shares have been valued at $2.50, the fair market value of the
     Company's common stock on January 1, 1999.  If on January 15, 2001, the
     Company's Average Bid Price Per Share for the ten days preceding January
     15, 2001, is not at least $5.00, the Company shall issue additional shares
     of common stock to the seller such that the aggregate value of the shares
     issued on January 15, 2001, shall be $2,500,000.  The value of any
     contingently issuable shares has not been accounted for in the valuation of
     the NISSCO acquisition.  Any additional shares issued would be expensed at
     the time of issuance.

     On August 1, 1999, the Company entered into an agreement to purchase all of
     the stock of Cleaning Ideas, Inc. & Subsidiary, a Texas-based manufacturer
     and distributor of cleaning supplies.  The aggregate purchase price for
     this acquisition is $3,000,000, consisting of $500,000 in cash, $900,000 in
     promissory notes and 320,000 shares of Series D Preferred Stock for all of
     the outstanding stock of Cleaning Ideas.  The estimated fair market value
     on the acquisition date was approximately $5.50 per share.  Because of a
     lack of trading volume or tradability, a discount of approximately 8% was
     taken into account when valuing the stock issued relating to the
     acquisition.  A lower discount was used for this acquisition than was used
     for the other acquisition on the same date because of the higher value
     placed on the stock as a result of the preferred stock dividends attached
     to the transaction.  This acquisition is accounted for as a purchase.  The
     Series D Stock (i) pay an annual dividend of 8.75%, (ii) are convertible
     into Common Stock at a conversion price of $5.00 per share of Common Stock,
     and (iii) may be

                                       7
<PAGE>

                                    ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     redeemed at the option of the Company at any time at a redemption price of
     $5.00, plus any accrued and unpaid dividends per share.

     The fair value of assets acquired and liabilities assumed amounted to
     $982,630 and $753,620, respectively, which resulted in an excess of cost
     over the fair value of the net assets acquired (goodwill), of $2,770,990
     which is being amortized over 10 years.

     Assets and liabilities acquired, at fair value, include:
<TABLE>
<CAPTION>

<S>                                           <C>
                      Cash                    $  238,190
                      Accounts receivable        248,544
                      Inventory                  395,482
                      Property & equipment        72,853
                      Other assets                27,561
                      Accounts payable          (353,620)
                      Loans payable             (400,000)
                                              ----------
                      Net Assets                 229,010
                      Goodwill                 2,770,990
                                              ----------

                      Total consideration     $3,000,000
                                              ----------

                      Cash & notes            $1,400,000
                      Preferred stock         $1,600,000
</TABLE>

     The operations of Cleaning Ideas are included in the consolidated financial
     statements from August 1, 1999, the date of acquisition.

     On August 1, 1999, the Company entered into an agreement to purchase all of
     the stock of Superior Chemical & Supply, Inc. a Kentucky-based distributor
     of cleaning supplies.  The aggregate purchase price for this acquisition is
     $1,800,000, consisting of$400,000 in cash, $1,200,000 in promissory notes
     and 50,000 shares of the Company's common stock, valued at $4.00 per share.
     The estimated fair market value on the acquisition date was approximately
     $5.50 per share.  Because of the lack of trading volume or tradability, a
     discount of approximately 25% was taken into account when valuing the
     common stock to be issued relating to acquisition.  The common stock will
     be issued to the seller in installments, as defined in the agreement.  This
     acquisition is accounted for as a purchase.

     The fair value of assets acquired and liabilities assumed amounted to
     $435,330 and $144,937, respectively, which resulted in an excess of cost
     over the fair value of the net assets acquired (goodwill), of $1,509,607
     which is being amortized over 10 years.

                                       8
<PAGE>

                                    ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     Assets and liabilities acquired, at fair value include:
<TABLE>
<CAPTION>

<S>                                           <C>
                      Cash                    $    8,098
                      Accounts receivable        198,270
                      Inventory                  192,821
                      Property & equipment        36,141
                      Accounts payable          (127,488)
                      Loans payable             ( 17,449)
                                              ----------
                      Net Assets                 290,393
                      Goodwill                 1,509,607
                                              ----------

                      Total consideration     $1,800,000
                                              ----------

                      Cash & notes            $1,600,000
                      Common stock            $  200,000
</TABLE>

     The operations of Superior Chemical & Supply, Inc. are included in the
     consolidated financial statements from August 1, 1999, the effective date
     of acquisition.

     The seller will receive 10,000 shares within 90 days of the end of each
     fiscal year ended December 31st, provided Superior's target amount is met
     each year.  The target amount is pre-tax earnings of Superior amounting to
     $250,000 per annum pro rated for the period ended December 31, 1999, and
     increased by 5% for each year under the agreement.  If the target amount is
     not met in any year, the number of shares to be delivered from escrow shall
     be equal to the product of 10,000 multiplied by a fraction, the numerator
     of which shall be the Superior's pre-tax earnings for such year and the
     denominator of which shall be the target amount for such year.  In the
     event that Superior does not meet the target amount in any year, and
     Superior exceeds the target amount in the next year, Superior may apply an
     amount equal to the extent by which the Superior's pre-tax earnings exceed
     the target amount for such year, to the prior year's target amount and
     cause a proportionate amount of the escrowed shares that were withheld the
     prior year to be released to the shareholders.  In no event shall the
     aggregate number of shares issued in respect of any two-year period exceed
     20,000.

4.  INVESTMENT IN AFFILIATE

     On June 29, 1999, the Company and Messrs. Kandel, Davis and Etra have
     invested in b2bstores.com,Inc. ("b2b"), a California-based company which
     designs Internet-based electronic commerce programs.  b2b has assisted the
     Company to develop the Company's eCommerce website.  The Company has
     entered into an agreement with b2b in which b2b will host five on-line
     stores at their website and the Company will receive 2-5% of the top line
     revenues on each product sold at such stores.  Mr. Kandel, the Chairman and
     Chief Executive Officer of the Company, serves as Chairman of the Board of
     b2b.  During the 9 months ended September 30, 1999, with board approval,
     the Company has advanced working capital loans to b2b totaling $179,836
     with interest equal to 8% per annum.

                                       9
<PAGE>

                                    ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     The Company invested $6,000 in b2b, initially representing approximately
     55% of the outstanding common stock of b2b.  Subsequently, others have
     invested in b2b lowering the Company's direct interest to approximately 49%
     of the outstanding common stock at September 30, 1999.  The Company's
     principal stockholder owns additional shares of b2b, such that Mr. Kandel
     has effective control of both companies.  The Company has accounted for its
     direct investment in b2b on the equity method of accounting.  Shares of
     stock sold to outsiders have been recorded as a capital contribution to the
     Company pursuant to Staff Accounting Bulletin Topic 5H.

     The Company has guaranteed certain debt of b2b.  As of September 30, such
     debt is less than $45,000.  Additionally, the Company is guarantor on b2b's
     office lease, though August, 2001, in the amount of $77,000 per year.

     Through January 17, 2000, the Company had agreed to fund b2b for amounts up
     to $1,500,000.

5.  NOTES PAYABLE

     On June 1, 1999, the Company received $3,000,000 in exchange for 300 units.
     Each unit is comprised of a $10,000 face value note.  The notes are due
     April 1, 2002, and pay interest in arrears quarterly on the face amount, at
     a rate of 12.75% per annum.  Issued along with each unit were warrants to
     purchase 2,400 shares of common stock (720,000 shares in aggregate) of the
     Company.  The warrants are exercisable at any time after November 27, 1999,
     through June 1, 2003, at an exercise price of $4.25 per share.  Based upon
     the fair value of the warrants on the date of issue, the Company has
     discounted the carrying value of the notes by $678,672, which represents
     the fair value of the warrants on the date of issue.  The discount is being
     amortized as additional interest over the term of the notes.

     In August of 1999, a secured promissory note in the principal amount of
     $900,000 was issued pursuant to the stock purchase agreement of Cleaning
     Ideas, Inc. & Subsidiary.  The note was issued to Charles H. Davis and is
     payable over two years in eight equal quarterly installments of $112,500
     plus interest at 8  3/4% per annum.  The note is secured by the assets of
     Cleaning Ideas, Inc. and Subsidiary, the companies acquired from him.

     In August of 1999, a promissory note in the principal amount of $1,200,000
     was issued pursuant to the stock purchase agreement of Superior Chemical &
     Supply, Inc.  The note was issued to Stephen Haynes and is payable over
     three years in twelve equal quarterly installments of $100,000 plus
     interest at 8% per annum.  The note is secured by the accounts receivable
     and inventory of Superior Chemical & Supply, Inc., the company acquired
     from him.

6.  STOCKHOLDERS' EQUITY

     In January 1999, the Company issued 70,000 shares of common stock for an
     aggregate price of $175,000.

                                       10
<PAGE>

                                    ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     In March 1999, the Company issued 100,000 shares of common stock for an
     aggregate price of $250,000.

     In April 1999, the Company issued 50,000 shares of common stock for an
     aggregate price of $125,000.

     In May 1999, the Company issued 100,000 shares of common stock for an
     aggregate price of $250,000.

     In June 1999, the Company issued 50,000 shares of common stock for an
     aggregate price of $125,000.

     In July 1999, the Company issued 16,000 shares of common stock for an
     aggregate price of $40,000.

     In July 1999, the Company issued 25,000 shares of common stock to
     Harrington, Ocko & Monk, LLP, outside counsel to the Company, at a price of
     $5.00 per share in consideration for legal services rendered.

7.  SERIES A STOCK

     Effective on September 30, 1999, the Company entered into an agreement with
     Richard Kandel, Chairman, Chief Executive Officer and Treasurer of the
     Company, pursuant to which Mr. Kandel, as sole holder of the Series A
     Stock, consented to the amendment of the Certificate of Designation for the
     Series A Stock to remove the ability of the holder of the Series A Stock to
     put the Series A Stock to the Company at any date after January 15, 2001
     and to increase the conversion price of the Series A Stock from $2.50 to
     $5.00.

8.  STATEMENT REGARDING COMPUTATION OF LOSS PER SHARE

     Net loss per share for the nine months ended September 30, 1999   $(.12)
     Preferred stock dividends per share                                (.03)
                                                                        -----
       Net loss per share attributable common to stockholders           (.15)
                                                                        -----

9.  PRO FORMA STATEMENT OF OPERATIONS

     The following unaudited pro forma consolidated statement of operations has
     been prepared by combining the consolidated statement of operations of
     Enviro-Clean of America, Inc. & Subsidiaries (the Company), Cleaning Ideas,
     Inc. & Subsidiary and Superior Chemical & Supply, Inc. for the nine months
     ended September 30, 1999.  The Acquisitions are accounted for using the
     purchase method of accounting as if the Acquisitions had occurred on
     January 1, 1999.  No cost savings and synergies which the Company expects
     to realize as a result of the Acquisitions have been recognized in the pro
     forma consolidated statements of earnings.

                                       11
<PAGE>

                                    ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

     The pro forma consolidated statement of operations does not purport to
     represent what the Company's results of operations actually would have been
     had the Acquisitions been completed on the dates for which the Acquisitions
     are being given effect, nor is it necessarily indicative of future
     financial position or operating results of the Company.  The pro forma
     consolidated statement of operations should be read in conjunction with the
     historical financial statements of the respective companies and the related
     notes thereto.  Certain reclassifications have been made to the historical
     financial statements of the Company and in order to provide classifications
     appropriate to the pro forma financial statements.

     The pro forma consolidated statement of operations does not take into
     account any modifications to the Acquisitions which may be required to
     address any gain-out contingencies or future redemption of the Company's
     stock issued to selling shareholders.

                                       12
<PAGE>

                 ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES
             PROFORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                     1999 ACQUISITIONS
                                                        CLEANING
                                         ENVIRO-CLEAN   IDEAS             SUPERIOR
                                       OF AMERICA, INC.  INC &            CHEMICAL
                                        & SUBSIDIARIES  SUBSIDIARY       & SUPPLY, INC.    PROFORMA       PROFORMA
                                                        1/1/99-7/31/99   1/1/99-7/31/99  ADJUSTMENTS      COMBINED
<S>                                    <C>              <C>              <C>             <C>             <C>

 Net Sales                              $3,513,056        $2,498,214       $1,032,054     $       -      $7,043,324

 Cost of sales                           1,674,624         1,357,955          603,468             -       3,636,047
                                       -----------        ----------       ----------    ----------     -----------

       Gross profit                      1,838,432         1,140,259          428,586             -       3,407,277
                                       -----------        ----------       ----------    ----------     -----------

 Operating expenses
       Salaries                            621,165           500,228          159,678             -       1,281,071
       Professional fees                   405,790             4,197            1,060             -         411,047
       Rent                                114,922           213,811           18,990             -         347,723
       Marketing                            58,168            21,363                -             -          79,531
       Amortization of goodwill            294,634                 -                -       249,702 (a)     544,336
       Depreciation                         39,334             9,794           10,024             -          59,152
       Other                               563,409           425,777          116,166             -       1,105,352
                                       -----------        ----------       ----------    ----------     -----------
                                         2,097,422         1,175,170          305,918       249,702       3,828,212
                                       -----------        ----------       ----------    ----------     -----------

       Operating profit (loss)            (258,990)          (34,911)         122,668      (249,702)       (420,935)
                                       -----------        ----------       ----------    ----------     -----------

 Other income (expense)
       Equity in loss of
        unconsolidated subsidiary       (1,190,168)                -                -             -      (1,190,168)
       Interest expense                   (252,631)          (19,087)            (226)     (101,938)(b)    (373,882)
       Interest and other income            30,113                 -                -             -          30,113
                                       -----------        ----------       ----------    ----------     -----------
                                        (1,412,716)          (19,087)            (226)     (101,938)     (1,533,937)
                                       -----------        ----------       ----------    ----------     -----------

 Income(loss) before income taxes       (1,671,706)          (53,998)         122,442      (351,640)    $(1,954,872)

 Income taxes                               27,360             1,000           12,300             -          40,660
                                       -----------        ----------       ----------    ----------     -----------

 Net income(loss)                      $(1,801,336)       $  (54,998)      $  110,142     $(351,640)    $(1,995,532)
                                       ===========        ==========       ==========    ==========     ===========


 Basic loss per common share               $(0.43)                                                          $(0.47)
                                       ===========                                                      ===========

   Weighted average number of
       common shares outstanding         4,207,000                                                        4,257,000
                                       ===========                                                      ===========

  (a) amortization of goodwill on acquisitions with an estimated life of 10 years
  (b) interest expense on acquisition indebtedness
</TABLE>

                                       13
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation

     The matters discussed in this Form 10-QSB contain certain forward-looking
     statements and involve risks and uncertainties (including changing market
     conditions, competitive and regulatory matters, etc.) detailed in the
     disclosure contained in this Form 10-QSB and the other filings with the
     Securities and Exchange Commission made by the Company from time to time.
     The discussion of the Company's liquidity, capital resources and results of
     operations, including forward-looking statements pertaining to such
     matters, does not take into account the effect of any changes to the
     Company's operations.  Accordingly, actual results could differ materially
     from those projected in the forward-looking statements as a result of a
     number of factors, including those identified herein.

     This item should be read in conjunction with the financial statements and
     other items contained elsewhere in the report.

     Plan of Operations

     The Company intends to substantially expand its business through the
     completion of several acquisition transactions.  An acquisition program
     such as that being conducted by the Company requires virtually constant
     access to capital in order to enable the Company to purchase companies.
     Assuming the Company is successful in identifying acquisition targets and
     completing acquisitions according to its plan, the Company will require
     additional funding of approximately $6,000,000 prior to the end of calendar
     1999.  The Company has begun negotiations with various investment banking
     sources regarding such a transaction.  Based upon these negotiations, the
     Company believes it will be successful in attracting such capital on
     acceptable terms prior to the end of 1999.  If the Company continues to be
     successful in implementing its business plan, there will be a need for
     additional capital sometime in the first six months of calendar 2000.  If
     the Company is not successful in completing acquisitions according to the
     schedule contemplated by its current business plan, the Company's need for
     additional capital will be reduced or delayed.

     There can be no assurance that the Company will be successful in attracting
     the requisite capital on terms favorable to the Company or at all.  Failure
     to attract such capital would seriously impair the Company's ability
     according to its current plans and to attain its revenue and profit
     targets.

     On October 27, 1999, the Company signed a definitive agreement to purchase
     all the capital stock of June Supply-San Antonio, Inc. ("June") located in
     San Antonio, Texas, for approximately $4,800,000 in cash, promissory notes
     and common stock of the Company.  June is a leading distributor of
     industrial equipment, janitorial supplies and light bulbs.  June operates
     four locations in San Antonio, Dallas, McAllen and Corpus Christi, Texas.
     The Company has plans to open a fifth location during the first quarter of
     The acquisition, if consummated, will be accounted for as a purchase.  In
     October 1999, acquisition deposits of $400,000 were disbursed to the
     stockholders of June.

                                       14
<PAGE>

     The Company's additions to plant and equipment will be incident to the
     acquisitions that have been previously discussed.  If the Company is
     successful in completing its acquisitions as planned, the number of
     employees of the Company, including its subsidiaries, could expand to as
     many as approximately 250 by the end of calendar 2000.

     Results of Operations

     The historical results of operations of Kandel & Son, Inc. for the period
     from January 1, 1998, to September 30, 1998, have been retroactively
     restated and included in the results of operations of Enviro-Clean of
     America, Inc. & Subsidiaries for the period from January 1, 1998, to
     September 30, 1998, in a manner similar to a pooling of interests.

     Results of operations for the nine-month period ended September 30, 1999
     and 1998:

     The net sales increased $2,137,003 for the nine-month period ended
     September 30, 1999 ("1999") as compared to the nine-month period ended
     September 30, 1998 ("1998") from $1,376,053 to $3,513,056.  This increase
     is attributable to the operations of three acquired companies being
     consolidated with the Company in 1999.  NISSCO was acquired in January1999,
     while Cleaning Ideas and Superior were acquired in August 1999.  Net sales
     of Kandel & Son are comparable for each period, as both price and volume
     remained relatively constant.

     The gross profit percentage increased from 48% for 1998 to 52% for 1999.
     This increase is mostly attributable to the inclusion of NISSCO in 1999.
     NISSCO averages a gross profit percentage of approximately 70% because it
     sells services rather than products.

     Operating expenses increased from $619,821 for 1998 to $2,097,422 for 1999,
     approximately 238%.  The majority of this increase, approximately
     $1,478,000, was due to the inclusion of NISSCO, Cleaning Ideas, and
     Superior in 1999.  Additionally, amortization of goodwill was recorded on
     the acquisitions of approximately $295,000 during 1999.  Kandel & Son's
     expenses were comparable between 1999 and 1998.

     The Company had a net loss in 1999 of $508,868 or $.12 per share, as
     compared to a net loss of $12,579, or $.00 per share in 1998.

     The operations of the Company for the nine-month period ended September 30,
     1998, have been restated to include the operation of Kandel as if the
     acquisition had occurred prior to January 1, 1998.

     Results of operations for the three-month period ended September 30, 1999
     and 1998:

     The net sales increased $1,234,079 for the three-month period ended
     September 30, 1999 ("1999") as compared to the three-month period ended
     September 30, 1998 ("1998") from $456,602 to $1,690,681.  This increase is
     attributable to the operations of three acquired companies being
     consolidated with the Company in 1999.  NISSCO was acquired in January1999,
     while Cleaning Ideas and Superior were acquired in August

                                       15
<PAGE>

     1999. Net sales of Kandel & Son are comparable for each period, as both
     price and volume remained relatively constant.

     The gross profit percentage increased from 50% for 1998 to 52% for 1999.
     This increase is mostly attributable to the inclusion of NISSCO in 1999.
     NISSCO averages a gross profit percentage of approximately 70% because it
     sells services rather than products.

     Operating expenses increased from $238,591 for 1998 to $1,120,177 for 1999,
     approximately 369%.  The majority of this increase, approximately $882,000,
     was due to the inclusion of NISSCO, Cleaning Ideas, and Superior in 1999.
     Additionally, amortization of goodwill was recorded on the acquisitions of
     approximately $146,000 during 1999.  Kandel & Son's expenses were
     comparable between 1999 and 1998.

     The Company had a net loss in 1999 of $432,816, or $.11 per share, as
     compared to a net loss of $19,508, or $.01 per share in 1998.

     The operations of the Company for the three-month period ended September
     30, 1998, have been restated to include the operation of Kandel as if the
     acquisition had occurred prior to January 1, 1998.

     Liquidity and Capital Resources

     The Company has funded its requirements for working capital and
     acquisitions through a series of equity private placements and the issuance
     of long-term debt.  During the nine-month period ended September 30, 1999,
     the Company issued a total of 386,000 shares of Common Stock for $965,000.
     In addition, as of June 1, 1999, the Company issued $3,000,000 of 12.75%
     promissory notes due April, 2001.  Attached to the notes were common stock
     warrants.  The Company's only significant use of cash was the balance of
     cash paid for acquisitions of $1,552,451.

     For the nine-month period ended September 30, 1999, the Company's cash
     flows from operations was positive $18,447, as a result of a net loss of
     $508,868 and adjustments to arrive at cash provided by operating activities
     of depreciation and amortization of $413,812, common stock issued in
     consideration of professional fees of $125,000, an increase in accounts
     receivable of $227,762, an increase in inventory of $539,668 and an
     increase in accounts payable of $760,016, offset by an increase in prepaid
     expenses of $4,083.

     The Company expects its capital requirements to increase for the remainder
     of 1999 and for 2000 as it continues its acquisition program and invests in
     expanded administrative and sales and marketing infrastructure to support
     increasing sales volume.  The Company's future liquidity and capital
     funding requirements will depend on many factors, including the extent to
     which the Company is successful in implementing its acquisition program,
     and the extent to which the Company is able to raise additional funds
     through equity and debt issuances.

                                       16
<PAGE>

     The Company intends to structure its next financing transaction as a
     private offering of convertible preferred stock.  Until the terms of such
     offering are set, it is not possible to determine the number of shares of
     the Company's Common Stock that may be issuable upon conversion of the
     preferred stock.  It is also impossible currently to determine the number
     of shares of Common Stock that will be issuable to Thomas B. Haines in
     connection with the purchase by the Company of NISSCO.  Under the terms of
     Mr. Haines' agreement with the Company, the Company is obligated to issue
     additional shares of Common Stock to Mr. Haines in the event that the bid
     price per share of the Company's Common Stock is less than $5.00 for ten
     (10) trading days immediately preceding January 15, 2001 (the "Average Bid
     Price Per Share").  The number of shares to be issued is equal to the
     number of shares necessary so that the dollar amount of additional shares,
     valued at the Average Bid Price Per Share, issued to Mr. Haines on January
     15, 2001, is equal to $2,500,000.  If the fair market value of the stock is
     less than $2.50 per share, Mr. Haines will receive additional shares such
     that the aggregate number of shares held by him is no less than $2,500,000
     in value.  If the fair market value is above $2.50 per share, Mr. Haines
     will receive no more than the 1,000,000 shares as originally agreed.  The
     Company is authorized to issue 20,000,000 shares of common stock, par value
     $.001 per share ("Common Stock"), of which 4,351,000 are currently issued
     and outstanding.

     The Company's board has approved working capital loans to its affiliate
     b2bstores.com, Inc.  The board has approved advances up to an aggregate of
     $1,500,000 with interest at 8% per annum.  Through September 30, 1999,
     total advances have been $179,836. Although there is no due date the
     Company anticipates the balance will be advanced within the next twelve
     months.  The Company anticipates all advances to be repaid upon an IPO of
     b2bstores.com, Inc. prior to September 30, 2000.

     Year 2000

     The Year 2000 Issue is the result of computer programs being written using
     two digits rather than four to define the applicable year.  Any computer
     programs or hardware that have date-sensitive software or embedded chips
     may recognize a date using "00" as the year 1900 rather than the year 2000.
     This could result in system failure or miscalculations causing disruptions
     of operations, including, among other things a temporary inability to
     process transactions, send invoices, or engage in similar normal business
     activities.  The Company out-sources most of its computer functions.  The
     subsidiaries process most functions internally.

     During the first half of 1999, the Company and its subsidiaries completed
     their assessment of the various computer software and hardware used in
     connection with their operations.  This review indicated that significantly
     all of the computer programs used are off-the-shelf "packaged" computer
     programs which are easily upgraded to be Year 2000 compliant.  In addition,
     to the extent that custom programs are utilized by the Companies, such
     custom programs are Year 2000 compliant.

     Following the completion of their assessment of the computer software and
     hardware, the Companies began upgrading those systems which required
     upgrading.  To date,

                                       17
<PAGE>

     significantly all of these systems have been upgraded. The Company has to
     date not borne, nor is it expected that the Company will bear, any
     significant costs in connection with the upgrade of those systems requiring
     remediation.

     To date, the Company is not aware of any external agent with the Year 2000
     issue that would materially impact the Company's results of operations,
     liquidity or capital resources.  However, the Company has no means of
     ensuring that external agents will be Year 2000 compliant.  The Company
     does not believe that the inability of external agents to complete their
     Year 2000 resolution process in a timely manner will have a material impact
     on the financial position or results of operations of the Company.
     However, the effect of non-compliance by external agents is not readily
     determinable.  The Company has contacted all material parties out-sourced
     and response by these third parties have represented to the Company that
     they are all Year 2000 compliant.  The Company has not and does not plan to
     develop any contingency plans with respect to out-sourced compliance
     functions.

                                       18
<PAGE>

                           PART II-OTHER INFORMATION

ITEM 1.  Legal Proceedings

     The Company is not currently a party to any pending legal proceeding, nor
is any of the Company's property subject to any pending legal proceeding.

ITEM 2.  Changes in Securities

     On September 30, 1999, Richard Kandel and the Company entered into an
agreement to amend the terms of the Series A Convertible Redeemable Preferred
Stock (the "Preferred Stock").  Pursuant to and subsequent to the Agreement, an
amendment to the Preferred Stock was filed with the Nevada Secretary of State.
This Amendment deleted the redemption feature of the Preferred Stock, which
enabled the holder, Mr. Kandel, to put the shares to the Company. The Amendment
also changed the conversion price of the Preferred Stock from $2.50 to $5.00,
thereby eliminating 500,000 shares of the Company's underlying common stock, par
value $.001, and changed the designation of the Preferred Stock to "Series A
Convertible Preferred Stock."

ITEM 3.  Defaults Upon Senior Securities

     There have been no material defaults with respect to any indebtedness of
the Company required to be disclosed pursuant to this item.  At September 30,
1999, preferred stock dividend in arrears totaled $52,270.  As of October 1,
1999, all dividends declared through September 30, 1999 have been paid in full.

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

     There have been no matters submitted to a vote of security holders during
the period ended September 31, 1999.


ITEM 5.  Other Information and Subsequent Events

     On December 16, 1999, Enviro-Clean of America, Inc. (the "Company")
consummated the acquisition of June Supply-San Antonio, Inc., a Texas
corporation ("June Supply"), pursuant to the Stock Purchase Agreement entered
into on October 27, 1999, among June Supply and June Supply Corp., a Nevada
corporation and a wholly owned subsidiary of the Company formed specifically for
the purposes of effecting the acquisition of June Supply ("JSC"), and Michael
Rose and Alan Stafford as the only shareholders of June Supply (the
"Shareholders").

     Upon closing, June Supply was merged with and into JSC and JSC remains a
wholly owned subsidiary of the Company.  In consideration of their agreement to
the transaction, the Shareholders received the following consideration from the
Company:  (i) $ 2,264,951 in cash (the "Cash Payment"), including $400,000 paid
as a deposit (the "Deposit") upon the signing of the Stock Purchase Agreement,
(ii) 100,000 shares of the Company's common stock, par value $.001 (the
"Purchase Price Shares"), and (iii) two secured promissory notes, one payable to

                                       19
<PAGE>

Michael Rose and one payable to Alan Stafford, each in the principal amount of
$587,500, payable in twelve equal quarterly principal payments of $48,958.33,
bearing interest at a rate equal to the prime rate of Chase Manhattan Bank, N.A.
at the closing per annum and maturing three years from its date of issuance (the
"June Notes").

     In addition, the Company will pay an annual earn-out payment to the
Shareholders pursuant to the terms of the Agreement.  The earn-out payments will
total up to $50,000 for 1999, $150,000 for each of fiscal years 2000, 2001,
2002, and 2003, and $100,000 for fiscal year 2004, except that these amounts
will be subject to adjustments based on the JSC's actual pre-tax earnings in
accordance with the terms of the Agreement.

     The Purchase Price Shares shall be increased if the average bid price of
the Company's common stock, par value $.001 (the "Common Stock"), is less than
$5.00 per share for the 20 trading days preceding the first anniversary of the
Closing Date.  If such circumstances occur, the Company will grant to the
Shareholders an additional amount of Common Stock so that the aggregate market
value of the Purchase Price Shares (including the value of the initial 100,000
shares of Common Stock) will remain at $500,000.

     Repayment of the June Notes are secured by a security interest in the
capital stock of June Supply.  Each promissory note is secured by 50% of such
collateral.  Pursuant to a Pledge and Security Agreement, in the event of a
default in any payment on the June Notes and the expiration of a 90 day cure
period as specified in the Pledge and Security Agreement, the secured party may
accelerate the entire indebtedness then outstanding.  If such events occur, the
secured party must wait an additional 30 days from the event of default which
triggered the acceleration of the indebtedness, before exercising rights as a
secured creditor.

     This acquisition is financed partially through the Company's working
capital; however, the majority of funding is being provided through proceeds
from a private placement of securities.

     Pursuant to the Agreement, JSC entered into employment agreements with
Michael Rose, as President, and Alan Stafford, as Vice-President, each for a
period of five years.  Under the employment agreements, Michael Rose and Alan
Stafford are to be paid a base salary of $50,000 with additional earn-out
bonuses as described in the Agreement. Both contracts provide that if Mr. Rose's
or Mr. Stafford's employment is terminated by JSC for cause (as defined in the
employment agreement), he is not entitled to any severance compensation.  In the
event of termination without cause, both Mr. Rose and Mr. Stafford would be
entitled to severance compensation in an amount ranging from six weeks' pay to
twelve months' pay, depending on the length of service prior to the termination.

     Repayment of the June Notes are secured by a security interest in the
capital stock of June Supply.  Each promissory note is secured by 50% of such
collateral.  Pursuant to a Pledge and Security Agreement, in the event of a
default in any payment on the June Notes and the expiration of a 90 day cure
period as specified in the Pledge and Security Agreement, the secured party may
accelerate the entire indebtedness then outstanding.  If such events occur, the
secured party must wait an additional 30 days from the event of default which
triggered the acceleration of the indebtedness, before exercising rights as a
secured creditor.

                                       20
<PAGE>

     Although the parties have entered into the Agreement on October 27, the
parties have agreed that the Agreement will be deemed effective on August 31,
1999 as stipulated in Articles 2.01, 2.02, 3.36, 7.10, 9.02, and 10.02, and the
cover page of the Agreement.

     Details of the acquisition and subsequent merger can be viewed in the
Company's Current Report on Form 8-K filed on November 10, 1999 and as amended
on January 11, 2000.

ITEM 6.  Exhibits and Reports on Form 8-K

(a) Exhibits:

     The following is a list of exhibits filed as part of this Form 10-Q.  Where
so indicated, any footnote and exhibits which were previously filed are
incorporated by reference.

Exhibit No.                         Description
-----------  ----------------------------------------------------------------
 2(i)          Stock Purchase Agreement among Enviro-Clean of America, Inc.,
               Enviroacq I Co. and Kandel & Son dated as of January 1, 1999
               (Exhibit 2(i)). (1)

 2(ii)         Stock Purchase Agreement among Enviro-Clean of America, Inc.
               Enviroacq II Co. and NISSCO/Sunline, Inc. dated as of January 1,
               1999 (Exhibit 2(ii)). (1)

 2(iii)        Agreement & Plan of Merger among Enviro-Clean of America, Inc.,
               Cleaning Ideas, Inc., Cleaning Ideas Corp., Charles Davis,
               Carolyn Davis and Randall Davis dated as of August 1, 1999
               (Exhibit 2(i)). (2)

 2(iv)         Stock Purchase Agreement among Enviro-Clean of America, Inc., SCS
               Acquisition Corp., Superior Chemical & Supply, Inc. and Stephen
               Hayes (Exhibit 2(iii)). (2)

 2(v)          Stock Purchase Agreement among Enviro-Clean of America, Inc. ,
               June Supply Corp., June Supply-San Antonio, Inc. and Michael Rose
               and Alan Stafford dated as of August 31, 1999 (Exhibit 2(i)). (4)

 3(i)          Articles of Incorporation of the Company (Exhibit 3(i)). (1)

 3(ii)         By-Laws of the Company (Exhibit 3(ii)). (1)

 4(i)          Certificate of Designation for the Company's Series A Stock
               (Exhibit 4(i)). (1)

 4(ii)         Certificate of Designation for the Company's Series E Stock
               (Exhibit 4(ii)). (1)

 4(iii)        Subscription Agreement between the Company and Steven C. Etra

                                       21
<PAGE>

               regarding the purchase and sale of the Series E Stock (Exhibit
               3(iii)). (3)

 4(iv)         Certificate of Designation for the Company's Series D Preferred
               Stock (Exhibit 4(i)). (2)

 4(v)          Certificate of Amendment to the Certificate of Designation for
               the Company's Series A Stock (Exhibit 3(v)). (3)

                                       22
<PAGE>

Exhibit No.                         Description
-----------  ----------------------------------------------------------------

 4(vi)         Form of 12.75% Subordinate Note (Exhibit 3(vi)). (3)

 4(vii)        Form of the Warrant Certificate (Exhibit 3(vii)). (3)

 4(viii)       Pledge and Security Agreement between the Company and Charles H.
               Davis (Exhibit 4(viii)). (2)

 4(ix)         Security Agreement between the Company and Stephen Haynes
               (Exhibit 2(i)). (2)

 4(x)          Registration Rights Agreement among the Company, Charles H. Davis
               and Randall K. Davis (Exhibit 4(ii)). (2)

 4(xi)         Pledge and Security Agreement between the Company and Michael
               Rose (Exhibit 2(ii)). (4)

 4(xii)        Pledge and Security Agreement between the Company and Alan
               Stafford (Exhibit 2(iii)). (4)

 27(i)         Financial data schedule (Exhibit 27(i)). (5)

_______________________________
(1)  Incorporated by reference to the Company's Form 10-SB filed with the
     Commission on June 16, 1999.
(2)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     with the Commission on September 3, 1999.
(3)  Incorporated by reference to the Company's Current Report on Form 10-SB/A
     filed with the Commission on October 22, 1999.
(4)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     with the Commission on November 10, 1999.
(5)  Incorporated by reference to the Company's Quarterly Report on Form 10-QSB
     filed with the Commission on November 15, 1999 and as amended on December
     8, 1999.

(b) Reports on Form 8-K:

     The Company filed an 8-K on September 9, 1999 to report the acquisition of
Cleaning Ideas, Inc. and subsidiary and the acquisition of Superior Chemical and
Supply, Inc. under Item 2.  The following financial statements were subsequently
filed on Form 8-K/A on October 29, 1999:

(1) Financial Statements of Cleaning Ideas for the fiscal year ended September
    30, 1997, September 30, 1998 and for the period ended July 31, 1999.
(2) Financial Statements of Superior for the fiscal year ended December 31,
    1997, December 31, 1998 and for the period ended July 31, 1999.

                                       23
<PAGE>

(3) Pro Forma Consolidated Financial Statements for the year ended December 31,
    1998 and for the period ended June 30, 1999.

                                       24
<PAGE>

                                  SIGNATURES

     Pursuant to requirements of the Securities Exchange Act of 1934, as
amended, the Issuer has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

January 28, 2000                  Enviro-Clean of America, Inc.

                                  By: /s/ RICHARD KANDEL
                                      -----------------------------------------
                                      Richard Kandel, Chairman of the Board and
                                      Chief Executive Officer

                                      25