U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-QSB


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

     For the quarterly period ended November 30, 2001

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

     For the transition period from        to

                   Commission File No. 0-31343

                         OZOLUTIONS INC.
     (Exact name of small business issuer as specified in its
                            charter)

           Delaware                         98-0229321
(State or Other Jurisdiction of           (IRS Employer
Incorporation or Organization)         Identification No.)

 30 Denver Crescent, Suite 200, Toronto, Ontario, Canada M2J 1G8
            (Address of principal executive offices)

                         (416) 490-0254
                   (Issuer's telephone number)

                         Not Applicable
  (Former name, address and fiscal year, if changed since last
                             report)

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

APPLICABLE  ONLY  TO  ISSUERS INVOLVED IN BANKRUPTCY  PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports
required  to  be  filed by Sections 12,  13,  or  15(d)  of  the
Exchange Act subsequent to the distribution of securities  under
a plan confirmed by a court.  Yes  [   ]   No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
State  the number of shares outstanding of each of the  issuer's
classes of common equity, as of the latest practicable date:  At
November 30, 2001, there were 20,001,033 shares of common  stock
outstanding.

<PAGE>

                           FORM 10-QSB
                        OZOLUTIONS, INC.

                              INDEX
                                                                 Page

PART I.   Item 1. Financial Information                            3

          Independent Accountants' Report                          3

          Balance  Sheets  at  November  30,   2001                4
          (Unaudited)and August 31, 2001

          Statements of Changes in Stockholders'                   5
          Deficit for the Three Months Ended November 30,
          2001 and  2000 and for the Period from Date
          of Inception(January 10, 1996) through November 30,
          2001 (Unaudited)

          Statements of Operations for the Three                   7
          Months Ended November 30, 2001 and 2000 and for the
          Period from Date of Inception (January 10, 1996)
          through November 30, 2001 (Unaudited)

          Statements of Cash Flows for the Three                   8
          Months Ended November 30, 2001 and 2000 and for the
          Period from Date of Inception (January 10, 1996)
          through November 30, 2001 (Unaudited)

          Notes to Financial Statements                           10

          Item   2.  Management's  Discussion   and               13
          Analysis or Plan of Operation

PART II.  Other Information                                       15

Signatures
                                                      15
                                     2
<PAGE>

                 INDEPENDENT ACCOUNTANT'S REPORT


To the Board of Directors
  and Stockholders
Ozolutions Inc.
Toronto, Ontario Canada


       We  have  reviewed  the  accompanying  balance  sheet   of
Ozolutions  Inc.  (A  Development  Stage  Company)  (A   Delaware
Corporation) as of November 30, 2001, and the related  statements
of operations and changes in stockholders' deficit and cash flows
for the three months ended November 30, 2001 and 2000 and for the
period from date of inception (January 10, 1996) through November
30, 2001.  All information included in these financial statements
is the responsibility of the management of Ozolutions Inc.

      We  conducted  our  review  in  accordance  with  standards
established  by  the  American  Institute  of  Certified   Public
Accountants.  A review of interim financial information  consists
principally  of applying analytical procedures to financial  data
and  of making inquiries of persons responsible for financial and
accounting  matters.  It is substantially less in scope  than  an
audit  conducted in accordance with auditing standards  generally
accepted in the United States of America, the objective of  which
is   the   expression  of  an  opinion  regarding  the  financial
statements taken as a whole.  Accordingly, we do not express such
an opinion.

      Based  on  our  review, we are not aware  of  any  material
modifications  that should be made to the accompanying  financial
statements  in  order  for  them to be  in  conformity  with  the
accounting principles generally accepted in the United States  of
America.

      We  have  previously audited, in accordance  with  auditing
standards generally accepted in the United States of America, the
balance sheet (presented herein) of Ozolutions Inc. as of  August
31,  2001,  and the related statements of operations, changes  in
stockholders'  deficit, and cash flows for the  year  then  ended
(not presented herein); and in our report dated October 26, 2001,
we   expressed   an   unqualified  opinion  on  those   financial
statements.   In our opinion, the information set  forth  in  the
accompanying  balance  sheet as of  August  31,  2001  is  fairly
stated,  in  all material respects.  No auditing procedures  have
been performed subsequent to the date of our report.

      The  accompanying financial statements have  been  prepared
assuming  Ozolutions  Inc.  (A  Development  Stage  Company)   (A
Delaware Corporation) will continue as a going concern.  As  more
fully  described in Note E, the Company has incurred losses  that
have  resulted  in  a  retained deficit.  This  condition  raises
substantial  doubt about the Company's ability to continue  as  a
going  concern.   The  financial statements do  not  include  any
adjustments   that  might  result  from  the  outcome   of   this
uncertainty.

/s/ Rotenberg & Co., llp
Rotenberg & Co., llp
Rochester, New York
  January 4, 2002
                                     3
<PAGE>


OZOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Toronto, Ontario Canada

BALANCE SHEETS
                                                   (U.S. Dollars)

                                                (Unaudited)
                                                November 30,      August 31,
                                                    2001           2001

ASSETS

Current Assets
Cash and Cash Equivalents                        $    53,181    $        -

Other Assets
Prepaid Expenses                                       1,299             -
Marketing Rights, Net of Accumulated
    Amortization                                     802,114       841,485
Deposits                                              58,492        56,292

Total Assets                                     $   915,086    $  897,777

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable                                 $    57,649    $   40,711
Deferred Revenue                                      34,000        34,000
Due to 1421209 Ontario Limited-Due
   Within One Year                                 1,000,000     1,000,000
Due to Director                                       71,976        72,317
Due to Stockholders                                   93,298       123,848

Total Liabilities                                  1,256,923     1,270,876

Stockholders' Deficit
Common Stock:  $.001 Par; 50,000,000 Shares
               Authorized; 20,001,033 and
               19,799,133 Issued and Outstanding
               as of November 30, 2001 and August
               31, 2001, Respectively.                20,001        19,799
Additional Paid-In Capital                           342,445       238,496
Deficit Accumulated During Development Stage        (704,283)     (631,394)

Total Stockholders' Deficit                         (341,837)     (373,099)

Total Liabilities and Stockholders' Deficit     $    915,086    $  897,777

     The accompanying notes are an integral part of this financial
                              statement.

                     See Accountants Review Report

                                     4
<PAGE>


OZOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Toronto, Ontario Canada

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE THREE MONTHS
ENDED NOVEMBER 30, 2001 AND 2000 AND FOR THE PERIOD FROM DATE OF
INCEPTION (JANUARY 10, 1996) THROUGH NOVEMBER 30, 2001 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                     (U.S. Dollars)
                                                                                                 Deficit
                                                                                               Accumulated
                                                                                   Additional    During          Total
                                                          Number         Common     Paid-In    Development   Stockholders'
                                                        of Shares        Stock      Capital       Stage         Deficit
<S>                                                   <C>            <C>           <C>         <C>            <C>
Balance - January 10, 1996                                      -    $        -    $      -    $        -    $       -

Common Stock Issued in Exchange for Expenses Paid by
   Shareholders                                        10,999,133        10,999           -             -       10,999
Common Stock Issued as Partial Consideration for
   Acquisition of Marketing Rights                      8,000,000         8,000           -             -        8,000
Cash Contribution of Capital                                    -             -      17,217             -       17,217
Territory Fee Paid by Shareholder on Behalf of
    the Corporation                                             -             -      10,000             -       10,000
Consulting Services Contributed by Officers/Directors           -             -       6,000             -        6,000
Net Loss                                                        -             -           -       (88,975)     (88,975)

Balance - August 31, 2000                              18,999,133        18,999      33,217       (88,975)     (36,759)

Consulting Services Contributed by Officers/Directors           -             -       9,000             -        9,000
Net Loss for the quarter                                        -             -           -       (95,765)     (95,765)

Balance - November 30, 2000 (Unaudited)                18,999,133    $   18,999    $ 42,217    $ (184,740)   $(123,524)
</TABLE>
    The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report

                                     5
<PAGE>


OZOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Toronto, Ontario Canada

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE THREE MONTHS ENDED
NOVEMBER 30, 2001 AND 2000 AND FOR THE PERIOD FROM DATE OF INCEPTION
(JANUARY 10, 1996) THROUGH NOVEMBER 30, 2001 (UNAUDITED) - continued

<TABLE>
<CAPTION>
                                                                     (U.S. Dollars)
                                                                                                 Deficit
                                                                                               Accumulated
                                                                                   Additional    During          Total
                                                          Number         Common     Paid-In    Development   Stockholders'
                                                        of Shares        Stock      Capital       Stage         Deficit
<S>                                                   <C>            <C>           <C>         <C>            <C>
Balance - November 30, 2000 (Unaudited)                18,999,133     $  18,999     $ 42,217    $ (184,740)    $ (123,524)

Consulting Services Contributed by
   Officers/Directors/ Consultants                              -             -       33,000             -         33,000
Shares Issued to Advisors in Exchange for Services        800,000           800      127,200             -        128,000
Stock Options Granted - Compensation for Services
    Rendered                                                    -             -       20,429             -         20,429
Capital Contribution - Interest Expense                         -             -       15,650             -         15,650
Net Loss                                                        -             -            -      (446,654)      (446,654)

Balance - August 31, 2001                              19,799,133        19,799      238,496      (631,394)      (373,099)

Consulting Services Contributed by
    Officers/Directors/Consultants                              -             -        6,000             -          6,000
Shares Issued under Stock Purchase Agreement              201,900           202       95,057             -         95,259
Capital Contribution - Interest Expense                         -             -        2,892             -          2,892
Net Loss                                                        -             -            -       (72,889)       (72,889)

Balance - November 30, 2001 (Unaudited)                20,001,033     $  20,001     $342,445    $ (704,283)    $ (341,837)
</TABLE>
    The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report

                                     6
<PAGE>


OZOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Toronto, Ontario Canada

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                            (U.S. Dollars)
                                  Period from
                               Date of Inception
                               (January 10, 1996)       Three Months Ended
                                   Through                November 30,
                              November 30, 2001    (Unaudited)     (Unaudited)
                                   (Unaudited)         2001            2000
<S>                               <C>            <C>              <C>
Revenues                          $         -    $           -    $          -

Expenses
Amortization of Marketing Rights      223,103           39,371          39,371
Consulting Fees                       286,758           20,758          34,500
Organization Costs                     11,049                -               -
Territory Fee                          15,333            5,333               -
General and Administrative            149,498            4,535          21,894
Interest Expense                       18,542            2,892               -

Total Expenses                        704,283           72,889          95,765

Loss Before Provision for Taxes      (704,283)         (72,889)        (95,765)

Provision for Taxes                         -                -               -

Net Loss for the Period           $   (704,283)   $    (72,889)   $    (95,765)

Weighted Average Number of
  Common Shares Outstanding -
  Basic and Diluted                  13,027,356     19,846,452      18,999,133

Loss Per Common Share -
  Basic and Diluted                $      (0.05)   $     (0.00)   $      (0.00)
</TABLE>

       The accompanying notes are an integral part of this financial
                                statement.

                       See Accountants Review Report

                                     7
<PAGE>

OZOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Toronto, Ontario Canada

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                     (U.S. Dollars)
                                        Period From
                                     Date of Inception
                                    (January 10, 1996)      Three Months Ended
                                         Through               November 30,
                                    November 30, 2001  (Unaudited)    (Unaudited)
                                       (Unaudited)         2001          2000
<S>                                   <C>             <C>           <C>
Cash Flows from Operating Activities

Net Loss for the Period                $ (704,283)    $  (72,889)   $  (95,765)

Non-Cash Adjustments:
Amortization of Marketing Rights          223,103         39,371        39,371
Contributed Services                       54,000          6,000         9,000
Shares Issued to Advisors                 128,000              -             -
Compensation Expense                       20,429              -             -
Interest on Loans                          18,542          2,892             -
Organization Costs                         10,999              -             -
Territory Fee Paid by Shareholder          10,000              -             -

Changes in Assets and
Liabilities:
Prepaid Expenses                            (1,299)       (1,299)            -
Deposits                                   (58,492)       (2,200)      (22,292)
Accounts Payable                            57,649        16,938         7,105
Deferred Revenue                            34,000             -             -
Due to Director                             71,976          (341)       10,055
Due to Stockholders                         93,298       (30,550)       52,817

Net Cash Flows from Operating Activities   (42,078)      (42,078)          291

Cash Flows from Investing Activities
Acquisition of Marketing Rights            (17,217)            -             -

Cash Flows from Financing Activities
Contribution by Stockholder                 17,217             -             -
Proceeds from Stock Purchase Agreement      95,259        95,259             -

Cash Flows from Financing Activities       112,476        95,259             -

Net Increase in Cash and Cash Equivalents   53,181        53,181           291

Cash and Cash Equivalents-
   Beginning of Period                           -             -             -

Cash and Cash Equivalents-End of Period   $ 53,181    $   53,181     $     291
</TABLE>
                                                         -continued -
       The accompanying notes are an integral part of this financial
                                statement.

                       See Accountants Review Report

                                     8
<PAGE>

OZOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Toronto, Ontario Canada


STATEMENTS OF CASH FLOWS -
continued
<TABLE>
<CAPTION>
                                                 (U.S. Dollars)
                                       Period From
                                    Date of Inception
                                   (January 10, 1996)     Three Months Ended
                                        Through              November 30,
                                   November 30, 2001   (Unaudited)   (Unaudited)
                                      (Unaudited)         2001          2000
<S>                                   <C>              <C>          <C>
Supplemental Disclosures

Interest Paid                         $         -      $       -    $      -
Income Taxes Paid                     $         -      $       -    $      -


Non-Cash Investing and Financing
  Activities

Acquisition of Marketing Contracts    $ 1,025,217      $       -    $       -
Less: Purchase Price Financed via
      Note Payable to 1421209
      Ontario Limited                  (1,000,000)             -            -
Less: Purchase Price Paid via
      Issuance of Common Stock             (8,000)             -            -

Total Cash Paid                        $   17,217      $       -     $      -
</TABLE>


       The accompanying notes are an integral part of this financial
                                statement.

                       See Accountants Review Report

                                     9
<PAGE>



OZOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Toronto, Ontario Canada


NOTES TO FINANCIAL STATEMENTS


Note A -       Basis of Presentation
      The  condensed financial statements of Ozolutions Inc. (the
      "Company")  included  herein  have  been  prepared  by  the
      Company,   without  audit,  pursuant  to  the   rules   and
      regulations of the Securities and Exchange Commission  (the
      "SEC").    Certain  information  and  footnote  disclosures
      normally  included  in  financial  statements  prepared  in
      conjunction  with generally accepted accounting  principles
      have  been condensed or omitted pursuant to such rules  and
      regulations,  although  the  Company  believes   that   the
      disclosures are adequate to make the information  presented
      not   misleading.   These  condensed  financial  statements
      should  be  read  in  conjunction with the  annual  audited
      financial statements and the notes thereto included in  the
      Company's  Form  10KSB, and other reports  filed  with  the
      SEC.

      The  accompanying  unaudited interim  financial  statements
      reflect  all  adjustments of a normal and recurring  nature
      which  are,  in  the  opinion of management,  necessary  to
      present   fairly   the  financial  position,   results   of
      operations  and cash flows of the Company for  the  interim
      periods  presented.   The results of operations  for  these
      periods  are  not necessarily comparable to, or  indicative
      of,  results  of any other interim period  of  or  for  the
      fiscal  year  taken as a whole.  Factors  that  affect  the
      comparability of financial data from year to year  and  for
      comaparable interim periods include non-recurring  expenses
      associated  with  the  Company's  registration   with   the
      Securities  and Exchange Commission and costs  incurred  to
      raise  capital.  Certain financial information that is  not
      required for interim financial reporting purposes has  been
      omitted.

Note B -       Marketing Rights
      The  Company  purchased the exclusive marketing  rights  to
      distribute  the  products of "Hankin  Ozone  Systems,  LTD"
      products   in  Canada  and  Mexico  from  1421209   Ontario
      Limited.   The  acquisition occurred on June  21,  2000  in
      which   Ozolutions  Inc.  received  the  rights  to   begin
      distributing the products of Hankin Ozone Systems, LTD  and
      became  obligated  to  1421209  Ontario  Limited  for   the
      purchase price described below.

      The   original  payment  terms  (subsequently  amended   on
      November 7, 2000) were for $1,017,217, and the issuance  of
      8,000,000 common shares of Ozolutions Inc. The $17,217  was
      a  non-refundable payment paid to 1421209  Ontario  Limited
      in  June  2000.   The sum of $550,000 and the  delivery  of
      8,000,000 common shares of stock were payable on or  before
      the  60th  day following the qualification for  trading  of
      the  Ozolutions  Inc. common shares on a recognized  United
      States  Securities  Exchange, but in  no  case  later  than
      November 21, 2000.  The sum of $250,000 was payable  on  or
      before  the  150th  day  following  the  qualification  for
      trading  of  the  Ozolutions  Inc.  common  shares   on   a
      recognized  United States Securities Exchange,  but  in  no
      case  later  than  April 21, 2001.  The  remainder  of  the
      purchase  price of $200,000 was payable on  or  before  the
      180th  day following the qualification for trading  of  the
      Ozolutions,  Inc.  common shares  on  a  recognized  United
      States  Securities  Exchange, but in  no  case  later  than
      April 21, 2001.
                                                          - continued -

                                     10
<PAGE>

 OZOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Toronto, Ontario Canada


NOTES TO FINANCIAL STATEMENTS

Note B -       Marketing Rights - continued

      On  November  7, 2000 the agreement was amended  to  extend
      the  original  due dates of the purchase price installments
      to  allow  Ozolutions additional time to raise capital  and
      to  further business operations. The revised due  dates  of
      the installments are as follows:

      The  sum of $550,000 was payable on or before the 90th  day
      following the qualification for trading of Ozolutions  Inc.
      common  shares  on  a recognized United  States  Securities
      Exchange but in no case later than June 30, 2001,  and  the
      delivery  of 8,000,000 common shares of stock were  payable
      on  or before the 30th day following the qualification  for
      trading  of  the  Ozolutions  Inc.  common  shares   on   a
      recognized  United States Securities Exchange,  but  in  no
      case  later  than April 30, 2001.  The sum of $250,000  was
      payable   on   or  before  the  150th  day  following   the
      qualification  for  trading of the Ozolutions  Inc.  common
      shares  on  a recognized United States Securities Exchange,
      but  in  no  case later than August 30, 2001. The remainder
      of  the  purchase price of $200,000 is payable on or before
      the  180th  day following the qualification for trading  of
      the  Ozolutions  Inc. common shares on a recognized  United
      States  Securities  Exchange, but in  no  case  later  than
      September 30, 2001.

      In  November  2000, the 8,000,000 shares  of  common  stock
      were delivered to 1421209 Ontario Limited.

      None  of  the  three  cash payments were  paid  to  1421209
      Ontario  Limited as required.  The loan is  technically  in
      default  as of November 30, 2001.  1421209 Ontario  Limited
      has  the right to demand full payment if any payment is  in
      default  and  remains so for thirty days  or  to  make  the
      agreement   null  and  void.   The  Company  is   currently
      negotiating  with  1421209 Ontario Limited  to  modify  the
      terms and amount of the payments due.

Note C -         Consulting and Advisory Agreements
      On   June  5,  2001,  the  Company  entered  into  advisory
      agreements  with the firms of David Michael  LLC  and  Feng
      Shui   Consulting,  Inc.   The  purpose  of  the   advisory
      agreements  is  to  assist  the Company  in  effecting  the
      purchase  of businesses and assets relative to its business
      and  growth  strategy, acquisition of other  operations  or
      businesses, general business and financial consulting,  and
      the  introduction of the Company to public relations  firms
      and  consultants and others that may assist the Company  in
      its  plans.  For the services described in their respective
      agreements,  the  advisors will each be  issued  shares  of
      Ozolutions,  Inc.  common stock on the following  schedule:
      June  5, 2001 - 400,000 shares; September 5, 2001 - 200,000
      shares; December 5, 2001 - 200,000 shares; March 5, 2002  -
      150,000   shares.    The   agreements   were   subsequently
      cancelled  on September 26, 2001.  The contracts have  been
      reinstated  with  both companies.  The  payment  terms  are
      currently  under  negotiation.  On June  5,  2001,  400,000
      shares  were  issued  to each of the  firms.   The  Company
      charged  operations in 2001 in the amount of  $128,000  for
      the  fair value of the services rendered.  A fair value  of
      the  common  stock awarded could not be determined  at  the
      date  of the award as the stock had not begun trading.   No
      additional  shares  have  been  issued  to  date.   It   is
      expected  that  under  the  new  agreements  the  remaining
      shares of 550,000 each will be issued by August 31, 2002.

                                     11
<PAGE>

OZOLUTIONS INC.
(A DEVELOPMENT STAGE COMPANY)
(A DELAWARE CORPORATION)
Toronto, Ontario Canada


NOTES TO FINANCIAL STATEMENTS


Note D -       Stock Purchase Agreement
      The  Company  entered  into a Stock Purchase  Agreement  on
      October  1,  2001 with First Chartered Capital Corporation,
      Inc.  ("First Chartered").  First Chartered purchases stock
      of  the Company for 30% of the market value on the date  of
      purchase.   Through November 30, 2001, 201,900 shares  have
      been   purchased  by  First  Chartered  with  the   Company
      receiving $95,259.

Note E -       Going Concern
      The  Company's financial statements have been presented  on
      the  basis  that it is a going concern, which  contemplates
      the   realization   of  assets  and  the  satisfaction   of
      liabilities  in the normal course of business. The  Company
      reported  net  losses  of  $704,283  from  the  period   of
      inception  (January  10, 1996) through November  30,  2001.
      As  a  result  there is a retained deficit of  $704,283  at
      November 30, 2001.

      The  Company's  continued existence is dependent  upon  its
      ability  to  raise  capital or to successfully  market  and
      sell  its  products.   The  financial  statements  do   not
      include any adjustments that might be necessary should  the
      Company be unable to continue as a going concern.

                                     12
<PAGE>



    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                            OPERATION

Plan of Operation

     Ozolutions Inc. is an international marketer and distributor
of water purification systems using two distinctive water
treatment technologies -- ozonation and activated water.  The
strategy for both technologies is based on a "chemical free"
approach to water treatment to capitalize on growing regulatory
and public resistance to the continued introduction of persistent
chemicals into the environment.  The markets we are primarily
targeting are Mexico, the Caribbean Zone, including Panama, Costa
Rica, Jamaica and Ecuador as well as Ontario Canada.

     In June 2000, Ozolutions acquired the distribution rights to
Hankin products from 1421209 Ontario Limited for 8,000,000 shares
of Ozolutions common stock, $17,217 cash paid at closing, and an
additional $1,000,000 payable in installments.

     Ozolutions was originally required to make a payment of
$550,000 to 1421209 Ontario Limited no later than November 21,
2000.  In November 2000, Ozolutions was granted an extension to
June 30, 2001 in order to provide Ozolutions additional time to
commence operations and raise capital. Additional payments of
$250,000 and $200,000 were due no later than August 31, 2001 and
September 30, 2001, respectively.

     Ozolutions has not made any of these required payments.  We
are currently attempting to raise capital privately to meet our
asset purchase obligations and working capital requirements.
Under a Stock Purchase Agreement with First Chartered Capital
Corporation Inc., First Capital has purchased 201,900 restricted
common shares for $95,259 as of November 30, 2001.  Concurrently,
we are working to renegotiate the Agreement with 1421209 Ontario
Limited modifying the terms and amount of the payments for the
distribution rights acquired by Ozolutions.

     There is no assurance we will be successful in this effort
nor is there any assurance that we will be able to generate
sufficient revenue from operations within a time frame that will
allow for timely payment of our obligations to 1421209 Ontario
Limited.  We expect to conclude our negotiations with 1421209
Ontario Limited in Ozolution's next financial quarter.  There was
no affiliation between 1421209 Ontario Limited and Ozolutions
Inc. prior to the purchase of the distribution rights.

     Failure to make the payments to 1421209 Ontario Limited
could result in a default under the purchase contract for the
marketing rights and a claim against Ozolutions and a loss of our
marketing rights to Hankin products which would adversely affect
our business.  Ozolutions is actively examining the acquisition
of additional water technologies in order to broaden and
diversify our product offerings.

     Although 1421209 Ontario Limited has agreed to lend
Ozolutions up to $300,000 at our option to provide financing for
our operations, we will not be pursuing that financing option.

     We have orders for 56 EntrOzone units through November 30,
2001, but production and delivery by Hankin Ozone Systems Ltd. of
the first EntrOzone water treatment units have been delayed for
over a year.  However, upgrading of the EntrOzone unit to
incorporate additional multi-barrier protection against water
borne contaminants is now complete and delivery of initial units
is expected by the end of March 2002. Field-testing of the
enhanced model of the EntrOzone is underway and 11 units are
currently in production.

                                     13
<PAGE>

     In August 2001, we acquired non-exclusive distribution
rights to an activated water system from ELCE International for
Mexico and Caribbean markets including Costa Rica, Panama,
Ecuador and Jamaica.  No fees were paid for these rights.

     ELCE's water activation systems use water flow over ceramic
balls to generate, from the resulting friction, electrical
charges which alter the physical properties of water.  The
resulting properties of activated water are believed to
facilitate the removal of scale build-up in water pipes and are
also believed to enhance plant productivity and improve growth,
health and uniformity in fish and shrimp farming.  Currently, we
are conducting ELCE field trials in shrimp hatcheries in Panama
and Ecuador, which, if successful, could lead to significant
shrimp farm opportunities in Central and South America.

     Until Ozolutions receives outside financing to fund its
capital commitments, its operations will be limited to those that
can be effected through its officers, directors and consultants.
As of November 30, 2001, D. Brian Robertson, Joseph Cira, and Lou
Shefsky, stockholders of Ozolutions, have advanced $68,248,
$7,333, and $17,717, respectively, to Ozolutions to cover sales
and administrative expenses and an initial deposit of $22,292
made by Ozolutions for the purchase of 25 EntrOzone water
treatment systems.  Max Weissengruber, President and a Director,
has also advanced $71,976 to Ozolutions as of November 30, 2001.
These advances do not bear interest and the parties have not set
repayment terms.  These individuals have verbally indicated their
willingness to make further advances in the future as may be
required to fund ongoing sales and administrative operating
costs.  These advances and the funds received under the Stock
Purchase Agreement are the current sources of capital to fund
operational costs.  There is no written or fixed obligation to
make further advances, so there is no assurance that Ozolutions
will have the capital resources to fund its operations over the
next 12 months.

     Under distribution agreements with Hankin and ELCE
International, product is shipped by Hankin and ELCE
International against purchase orders we place either directly to
the end user or dealer or to us for delivery to the end user or
dealer.  Accordingly, we do not require any significant amount of
capital for inventory or facilities required to maintain and
distribute inventory.

     Independent dealers will be acquiring their initial
inventory once Hankin commences delivery of units which is
expected towards the end of March 2002.

     From the date of its inception, on January 10, 1996, through
November 30, 2001, Ozolutions has not generated any revenue from
the sale of water treatment systems.

     Expenses for the first quarter of 2002 decreased by  $23,000
to  $73,000  from  $96,000 in the first quarter  of  2001.   This
decrease  is  mainly  due to a decrease  in  consulting  fees  of
$14,000  due to consulting agreements from the prior  year  being
cancelled  and a decrease in general and administrative  expenses
of  $17,000  mostly  due to lower professional  fees.   This  was
offset  by  a territory fee of $5,000 paid to Hankin  during  the
quarter.

     The  net  loss  for the first quarter of 2002  decreased  by
$23,000 to $73,000 from $96,000 in the first quarter of 2001  due
to the factors discussed above.

                                     14
<PAGE>

     Ozolutions believes its general, selling and administrative
expenses during the 12-month period following the date it can
obtain additional financing will be approximately $300,000.
Approximately $200,000 will be used for marketing and sales
expenses including:

     *    production of printed sales materials

     *    advertising in industry publications

     *    travel expenses associated with advancing proposed
          projects in Mexico and the Caribbean Zone

     *    travel expenses associated with establishing an Ontario
          dealer network

The remaining $100,000 is the estimated cost of clerical and
management staff and facilities required to operate over the next
year.

Forward-Looking Statements

     All statements, other than statements of historical fact,
which address activities, actions, goals, prospects, or new
developments that Ozolutions expects or anticipates will or may
occur in the future, including such things as expansion and
growth of its operations and other such matters are forward-
looking statements.  Any one or a combination of factors could
materially affect Ozolutions' operations and financial condition.
These factors include competitive pressures, success or failure
of marketing programs, changes in pricing and availability of
products, and conditions in the capital markets.  Forward-looking
statements made by Ozolutions are based on knowledge of its
business and the environment in which it operates as of the date
of this report.  Because of the factors listed above, as well as
other factors beyond its control, actual results may differ from
those in the forward-looking statements.

                   PART II.  OTHER INFORMATION

EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:  None.

Reports on Form 8-K:  None

                           SIGNATURES

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

                            OZOLUTIONS, INC.

Date: January 11, 2001      By: /s/ Max Weissengruber, President

                                     15
<PAGE>