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 February 28, 2003

     [ ]  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 February 28, 2003,  there were
33,754,226 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 February 28, 2003 (Unaudited)                 4
                and August 31, 2003

              Statements of Changes in Stockholders' Equity (Deficit)for      5
                the Six Months Ended February 28, 2003 and 2002 (Unaudited)
                and for the Year Ended August 31, 2003

              Statements of Operations for the Three and Six Months Ended     6
                February 28, 2003 and 2002 (Unaudited)

              Statements of Cash Flows for the Six Months Ended               7
                February 28, 2003 and 2002 (Unaudited)

              Notes to Financial Statements                                   9

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

              Item 3. Controls and Procedures                                17

PART II.      Other Information                                              17

              Item 1. Legal Proceedings                                      17

              Item 2. Changes in Securities and Use of Proceeds              18

              Item 6. Exhibits and Reports on Form 8-K                       18

Signatures                                                                   19


                                       2

<PAGE>


                                     Part I
                          Item 1. Financial Information


INDEPENDENT ACCOUNTANTS' REPORT

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

     We have  reviewed the  accompanying  balance  sheet of  Ozolutions  Inc. (A
Delaware  Corporation)  as of  February  28,  2003,  the related  statements  of
operations  for the three and six months ended  February 28, 2003 and 2002,  and
the statements of changes in  stockholders'  equity (deficit) and cash flows for
the six months ended February 28, 2003 and 2002. These financial  statements are
the responsibility of the Company's management.

     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  such  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 of Ozolutions  Inc.
as of August 31, 2002 (presented herein),  and the related statements of changes
in stockholders'  equity  (presented  herein),  operations,  and cash flows (not
presented herein) for the year then ended; and in our report,  dated October 18,
2002, 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, 2002, and the related statement of stockholders'  equity for the year
then ended, 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 Delaware  Corporation)  will continue as a going concern.  As
discussed in Note E to the financial statements, the Company has incurred losses
that have resulted in an accumulated deficit.  This condition raises substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans regarding this matter are described in Note E. 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
  April 1, 2003

                                       3

<PAGE>

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


BALANCE SHEETS
--------------------------------------------------------------------------------
                                                             (U.S. Dollars)

                                                        (Unaudited)
                                                        February      August 31,
                                                           28,
                                                           2003          2002
--------------------------------------------------------------------------------
ASSETS

Current Assets
Cash and Cash Equivalents                               $    175      $223,157
Accounts Receivable                                      278,075       137,543
Inventory                                                165,648       167,370
Prepaid Expenses                                           2,500        98,500
--------------------------------------------------------------------------------
Total Current Assets                                     446,398       626,570

Other Assets
Marketing Rights, Net of Accumulated Amortization             --       200,815
Deposits                                                  30,692        32,532
--------------------------------------------------------------------------------
Total Assets                                            $477,090      $859,917
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable                                        $ 40,655      $  7,117
Accrued Expenses                                          81,699           --
Due to Director                                           18,049        14,956
Due to Stockholders                                        3,810         4,811
--------------------------------------------------------------------------------
Total Liabilities                                        144,213        26,884
--------------------------------------------------------------------------------
Stockholders' Equity
Common Stock:  $.001 Par; 50,000,000 Shares Authorized;
               33,754,226 and 33,333,326 Issued and
               Outstanding, respectively                  33,754        33,333
Additional Paid-In Capital                             1,750,396     1,817,516
Accumulated Deficit                                   (1,451,273)   (1,017,816)
--------------------------------------------------------------------------------
Total Stockholders' Equity                               332,877       833,033
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity               477,090       859,917
================================================================================

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

                                       4

<PAGE>

OZOLUTIONS INC.
(A DELAWARE CORPORATION)
Toronto, Ontario Canada
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE SIX MONTHS ENDED FEBRUARY 28, 2003 AND 2002 AND FOR THE YEAR ENDED
AUGUST 31, 2002
------------------------------------------------------------------------------------------------------------------------------------
                                                                                           (U.S. Dollars)

                                                                                            Additional                  Total
                                                                        Number     Common    Paid-In    Accumulated  Stockholders'
                                                                      of Shares    Stock     Capital      Deficit   Equity (Deficit)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>          <C>      <C>          <C>         <C>
Balance - August 31, 2001                                            $19,799,133  $19,799  $  238,496   $(631,394)     $(373,099)

Shares Issued and Stock Options Granted as Consideration for
   Acquisition of Marketing Rights                                        25,000       25     237,975          --        238,000
Consulting Services Contributed by Officers/Directors/Consultants             --       --       6,000          --          6,000
Consulting Services Paid by Shareholders on Behalf of the
   Corporation                                                                --       --     135,000          --        135,000
Shares Issued under Stock Purchase Agreement                           1,268,650    1,269     224,559          --        225,828
Stock Options Granted - Compensation for Services Rendered                    --       --      11,750          --         11,750
Capital Contribution - Interest Expense                                       --       --       5,320          --          5,320
Net Loss for the Period (Unaudited)                                           --       --          --    (256,863)      (256,863)
------------------------------------------------------------------------------------------------------------------------------------
Balance - February 28, 2002 (Unaudited)                               21,092,783   21,093     859,100    (888,257)        (8,064)

Shares Issued to Consultants in Exchange for Services                  1,300,000    1,300     148,700          --        150,000
Shares Issued under Stock Purchase Agreement                          10,940,543   10,940     793,841          --        804,781
Cash Contribution of Capital                                                  --       --      13,217          --         13,217
Capital Contribution - Interest Expense                                       --       --       2,658          --          2,658
Net Loss for the Period (Unaudited)                                           --       --          --    (129,559)      (129,559)
------------------------------------------------------------------------------------------------------------------------------------
Balance - August 31, 2002                                             33,333,326   33,333   1,817,516  (1,017,816)       833,033

Shares Issued to Consultants in Exchange for Services                    300,000      300      14,700          --         15,000
Shares Issued under Former Stock Purchase Agreement                      120,900      121        (121)         --             --
Purchase of Shares for Cancellation                                           --       --     (81,699)         --        (81,699)
Net Loss for the Period (Unaudited)                                           --       --          --    (433,457)      (433,457)
------------------------------------------------------------------------------------------------------------------------------------
Balance - February 28, 2003 (Unaudited)                              $33,754,226  $33,754  $1,750,396 $(1,451,273)     $ 332,877
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       5


<PAGE>


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


STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                                    (U.S. Dollars)

                                        Three Months Ended       Six Months Ended
                                           February 28,             February 28,

                                        2003         2002        2003         2002
-------------------------------------------------------------------------------------
<S>                                <C>          <C>          <C>          <C>
Revenues, Net                      $    24,090  $        --  $   136,550  $        --

Cost of Goods Sold                       7,504           --       92,643           --
-------------------------------------------------------------------------------------
Gross Profit                            16,586           --       43,907           --
-------------------------------------------------------------------------------------
Expenses
Consulting Fees                         96,950       89,130      179,290      109,888
Marketing, Including Amortization
  of Marketing Rights                   14,874       46,808       29,748       91,512
General and Administrative              43,141       45,608       97,259       50,143
Interest Expense                            --        2,428           --        5,320
-------------------------------------------------------------------------------------
Total Expenses                         154,965      183,974      306,297      256,863
-------------------------------------------------------------------------------------
Loss Before Other Expenses            (138,379)    (183,974)    (262,390)    (256,863)

Other Expenses
Loss on Impairment of Marketing
 Rights                               (171,067)          --     (171,067)          --
-------------------------------------------------------------------------------------
Loss Before Provision for Taxes       (309,446)    (183,974)    (433,457)    (256,863)

Provision for Taxes                         --           --           --           --
-------------------------------------------------------------------------------------
Net Loss for the Period            $  (309,446) $  (183,974) $  (433,457) $  (256,863)
-------------------------------------------------------------------------------------
Weighted Average Number of Common
  Shares Outstanding - Basic and
  Diluted                           33,669,596   20,238,231   33,583,405   20,043,337

Loss Per Common Share -
  Basic and Diluted                $     (0.01) $    (0.01)  $     (0.01) $     (0.01)
-------------------------------------------------------------------------------------
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       6


<PAGE>


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


STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------

                                                             (U.S. Dollars)

Six Months Ended February 28,                               2003         2002
--------------------------------------------------------------------------------
Cash Flows from Operating Activities

Net Loss for the Period                                 $(433,457)    $(256,863)

Non-Cash Adjustments:
Amortization of Marketing Rights                           29,748        91,512
Compensation Expense on Stock Option Grants                    --        11,750
Consulting Services Paid by Shareholders                       --       135,000
Contributed Services                                           --         6,000
Interest on Director/Stockholder Loans                         --         5,320
Loss on Impairment of Marketing Rights                    171,067            --
Shares Issued to Consultants                               15,000            --

Changes in Assets and Liabilities:
Accounts Receivable                                      (140,532)           --
Inventory                                                   1,722            --
Prepaid Expenses                                           96,000       (93,450)
Deposits                                                    1,840            --
Accounts Payable                                           33,538       (26,026)
--------------------------------------------------------------------------------

Net Cash Flows from Operating Activities                 (225,074)     (126,757)
--------------------------------------------------------------------------------

Cash Flows from Investing Activities                           --            --
--------------------------------------------------------------------------------

Cash Flows from Financing Activities
Advances from (Repayments to) Director                      3,093        (1,415)
Repayments to Stockholders                                 (1,001)      (29,432)
Proceeds from Stock Purchase Agreement                         --       225,828
--------------------------------------------------------------------------------

Net Cash Flows from Financing Activities                    2,092       194,981
--------------------------------------------------------------------------------

Net Change in Cash and Cash Equivalents                  (222,982)       68,224

Cash and Cash Equivalents - Beginning of Period           223,157            --
--------------------------------------------------------------------------------

Cash and Cash Equivalents - End of Period               $     175     $  68,224
--------------------------------------------------------------------------------
                                                           - continued -

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

                                       7

<PAGE>

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


STATEMENTS OF CASH FLOWS (UNAUDITED) - continued
--------------------------------------------------------------------------------

                                                               (U.S. Dollars)

Six Months Ended February 28,                                 2003         2002
--------------------------------------------------------------------------------

Supplemental Disclosures
--------------------------------------------------------------------------------

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

NON-CASH INVESTING AND FINANCING ACTIVITIES
--------------------------------------------------------------------------------

Purchase of Shares for Cancellation                       $ 81,699
--------------------------------------------------------------------------------

Acquisition of Marketing Rights                           $     --    $238,000
Purchase Price Paid via Issuance of Common Stock                --         (25)
Purchase Price Paid via Granting of Stock Options               --    (237,975)
--------------------------------------------------------------------------------

Total Cash Paid for Marketing Rights                      $     --    $     --
--------------------------------------------------------------------------------

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

                                       8

<PAGE>



                                   21
OZOLUTIONS INC.
(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 10-KSB, 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  comparable   interim  periods  include   non-recurring   expenses
          associated  with the  Company's  costs  incurred to raise  capital and
          stock options and awards.  Certain  financial  information that is not
          required for interim financial reporting purposes has been omitted.

Note B -  Marketing Rights
          ELCE International Inc.
          The Company purchased the exclusive marketing rights to distribute the
          water  activator  products of "ELCE  International  Inc."  ("ELCE") in
          Canada  from ELCE.  The  acquisition  occurred  on January 15, 2002 in
          which  Ozolutions Inc.  received the rights to begin  distributing the
          products of ELCE. For the rights  received,  the Company issued 25,000
          restricted  shares of Ozolutions Inc. common stock and granted options
          to purchase 500,0000 common shares at $0.50 per share. The options had
          a one-year term and have been extended for one  additional  year.  The
          contract for the Canada  territory was being amortized over the useful
          life of four years which  represented the contractual term of one year
          plus three automatic renewal extensions of one year each.

          The  agreement  was for one-year  with an automatic  renewal for three
          additional  years if all terms of the agreement were  fulfilled.  Such
          terms  required  the  purchase  of a minimum of 75 units  every  three
          months for the first year with a 30% increase in the minimum  purchase
          commitment  amount each year.  In addition,  the Company had to hire a
          technician,  appointed  by ELCE,  for one year  for  training  Company
          personnel.  Monthly salary,  lodging,  and incidental  expenses of the
          technician were the responsibility of the Company.

          In December  2002,  the  agreement  with ELCE  International,  Inc. in
          Canada was  verbally  amended to waive the  purchase of any units from
          December 1, 2002 through  February 28, 2003.  Beginning March 1, 2003,
          the Company would have been required to purchase 105 units every three
          months.  All other  terms of the  agreement  remained  in  place.  The
          agreement  was renewed in January 2003 for the first year of the three
          year renewal term.

                                                                   - continued -

                                       9

<PAGE>


OZOLUTIONS INC.
(A Delaware Corporation)
Toronto, Ontario Canada

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note B -  Marketing Rights - continued
          On  February  28,  2003,  the  Company  determined  that it would  not
          continue with the monthly purchase  commitments for ELCE in Canada. As
          a result,  the  Company  has lost the  exclusive  marketing  rights to
          distribute  the ELCE products in Canada.  In addition,  the previously
          agreed upon distributor's discount on purchases was decreased from 40%
          to 30%.  Based on the  above,  the  Company  wrote  off the  remaining
          carrying value of the exclusive  marketing rights at February 28, 2003
          which resulted in a charge to operations in the second quarter of 2003
          in the amount of $171,067.

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 was 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,  each  of  the  advisors  were  to  be  issued
          restricted  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 February 19,
          2002.  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 will
          be issued.

          In June 2002, David Michael LLC and Feng Shui Consulting, Inc. filed a
          suit  against the Company for breach of contract  for failure to issue
          additional  shares of common stock under the  agreements.  The Company
          filed  a  counter  claim  and  third  party   complaint   denying  the
          substantive  allegations  of the  complaint  and  asserting  breach of
          contract  and fraud in  connection  with the  transaction.  Management
          believes the suit is without  merit and intends to  vigorously  defend
          its position.  Management  does not believe the range of loss, if any,
          cannot be reasonably estimated at this time. Accordingly, no provision
          for possible loss has been made in these financial statements.

          On January 11, 2002, the Company  entered into a financial  consulting
          and  investment  banking  agreement  with Chapman,  Spira & Carson LLC
          ("Chapman").  The purpose of the  agreement  was to assist the Company
          with general  business and financial  consulting and obtain equity and
          debt  financing  up to $2 million on terms  agreeable  to the Company.
          Upon the receipt of the initial  financing  proceeds,  the Company was
          required  to pay a  non-refundable  retainer  fee of $25,000 and would
          have issued  200,000  restricted  shares of  Ozolutions,  Inc.  common
          stock.  In  addition,  the Company  would then begin to pay $5,000 per
          month for  consulting  and service fees for the  subsequent 24 months.
          The Company would have paid a commission  of 7 1/2% on any  subsequent
          financing  arrangements  and was  obligated  to  issue  an  additional
          1,000,000  shares of Ozolutions,  Inc. common stock upon completion of
          the full $2 million  financing.  As of May 31,  2002,  the Company had
          paid $3,000 of the  $25,000  retainer  fee in  advance.  In June 2002,
          Chapman cancelled this agreement.
                                                                   - continued -

                                       10

<PAGE>


OZOLUTIONS INC.
(A Delaware Corporation)
Toronto, Ontario Canada


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note C -  Consulting and Advisory Agreements - continued
          In June  2002,  Chapman  made a demand  for  arbitration  through  the
          American Arbitration Association as provided in the agreement claiming
          $50,000 in fees, plus nine percent interest, and 200,000 shares of the
          Company's  common  stock.  On November  18,  2002,  the Company had an
          arbitration  hearing  regarding the Chapman  issue.  At that time, the
          judge sent both parties back to prepare additional  information.  Such
          information  was presented on December 18, 2002. In February 2003, the
          judge  returned a verdict  against  Chapman  and  awarded  the Company
          approximately  $22,000.  The  amount  has  not  been  recorded  in the
          accompanying financial statements as the Company is uncertain that the
          payment will be made.

Note D -  Proposed Acquisitions
          In May 2002,  the  Company  signed a letter of intent to  acquire  the
          assets of Electrical  Systems in  Engineering  ("ESE") and 100% of the
          outstanding  common and preferred  shares of Specdex Inc. As proposed,
          the Company will pay  approximately  $1,500,000 in cash to acquire the
          assets of ESE and, following acquisition of the ESE assets, Ozolutions
          will  issue  4,536,500   restricted   common  shares  to  acquire  all
          outstanding common and preferred shares of Specdex,  Inc. Specdex Inc.
          will become a wholly owned  subsidiary  of the  Company,  with Specdex
          Inc. fully  responsible for managing the ESE division.  If the Specdex
          Inc. acquisition is not completed,  the ESE acquisition will revert to
          Specdex Inc. Upon completion of the Specdex Inc.  acquisition,  Patent
          #P190-1 APP  3-60/307,  896  (Business  Process  Modeling of Wholesale
          Procurement),  whose  rights are held by William  A.  Hurley,  will be
          assigned to Specdex Inc. and subsequently  assigned to Ozolutions Inc.
          upon  completion  of certain  compensation  to  William  A.  Hurley by
          Specdex Inc.  covered by an existing  agreement.  Completion  of these
          transactions  is  subject  to a number  of  contingencies,  including,
          completion   of  due  diligence   review  of  the  parties   involved,
          negotiation  of  definitive   agreements  between  the  parties,   and
          arranging for the financing  required to pay the consideration for the
          companies and assets to be acquired.

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 has reported a net loss of $433,457 for the six
          months ended  February 28, 2003. As a result,  there is an accumulated
          deficit of $1,451,273 at February 28, 2003.

          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.

                                       11


<PAGE>


OZOLUTIONS INC.
(A Delaware Corporation)
Toronto, Ontario Canada


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note F -  Recently Issued Accounting Standards
          In December 2002, the Financial Accounting Standards Board issued FASB
          Statement  No.  148,   Accounting  for   Stock-Based   Compensation  -
          Transition  and  Disclosure - an amendment of FASB  Statement  No. 123
          (SFAS 148).  SFAS 148 amends FASB  Statement No. 123,  Accounting  for
          Stock-Based Compensation (SFAS 123), to provide alternative methods of
          transition  for a voluntary  change to the fair value based  method of
          accounting for stock-based employee  compensation.  In addition,  SFAS
          123 has been amended to require  disclosure of additional  information
          concerning  the  effects  of  stock-based  employee   compensation  on
          earnings.  Finally,  SFAS 148 amends APB Opinion 28, Interim Financial
          Reporting,  to call for disclosure of SFAS 123 proforma information on
          a quarterly basis. SFAS 148 is effective for fiscal years ending after
          December  15, 2002.  Interim  quarterly  disclosures  are required for
          reports  containing   condensed   financial   statements  for  periods
          beginning after December 15, 2002.

          The  Company is  assessing,  but does not expect the  adoption of SFAS
          148,  as of March 1,  2003,  to have a  material  effect on its future
          financial position and results of operations.

Note G -  Subsequent Events
          During April 2003, the Board of Directors  authorized the repricing of
          options  to  purchase  700,000  shares of common  stock  from $0.40 to
          $0.10. All options repriced maintained the same expiration terms. This
          repricing  will have no impact on the statement of operations  for the
          third quarter of 2003.






                                       12


<PAGE>


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

General

     Ozolutions  is  an   international   marketer  and   distributor  of  water
purification  systems using ozone, ultra violet and water activator  technology.
The markets we are primarily targeting are Canada,  Mexico,  Costa Rica, Panama,
Peru, Jamaica, El Salvador; and the Caribbean Zone.

Ozone Technology

     In April 2002,  Ozolutions  purchased  the  exclusive  marketing  rights to
Hankin Atlas Ozone Systems,  Ltd.  ("Hankin")  products for certain  territories
from Hankin for $50,000 cash.

     We have deposits with Hankin and orders for 25 EntrOzone  units, but Hankin
has delayed  delivery of these water  treatment  units because of ongoing design
and  development  work  believed  by  Hankin  to be  required  by  environmental
regulatory emphasis on multi-barrier  treatment systems.  The EntrOzone unit now
includes ozone treatment, ultra violet treatment, and a filtration system, which
combined offer  protection  against the widest  possible range of  contaminants.
Delivery of initial  production  units is now expected in the second  quarter of
2003.

     In  August  2002,  the  President  of  Hankin  made a number  of  technical
presentations  on our behalf to public and private  water  authorities  in Costa
Rica  resulting  in several  large dollar  ozone based water  treatment  systems
proposals which are currently under  consideration and are expected to result in
firm orders in 2003. A significant Hankin/Ozolutions proposal is also pending in
El Salvador for their local municipality.

Water-activated Technology

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

     In January 2002, we acquired the exclusive  marketing  rights to distribute
the  water-activated  products  of ELCE in Canada  from ELCE.  We issued  25,000
restricted  common shares and granted options to purchase  500,000 common shares
at $0.50 per share that expire in February  2004. The agreement was for one year
with an  automatic  renewal  for  three  additional  years  if all  terms of the
agreements are fulfilled.  In March 2002, we obtained exclusive marketing rights
for Costa Rica from ELCE. We were not required to pay monetary consideration for
this  agreement.  We were  required  to  purchase  a minimum of 75 ELCE units in
Canada and 30 ELCE units in Costa Rica per quarter for this exclusivity.

     In December 2002,  Ozolutions did not meet its purchase commitments related
to the  agreement  with ELCE for Costa  Rica.  Ozolutions,  therefore,  lost its
exclusivity in Costa Rica. In addition, the previously agreed upon distributor's
discount on purchases was decreased from 40% to 30%.

     In December 2002, the agreement with ELCE for the Canadian marketing rights
was verbally  amended to waive the  purchase of any units from  December 1, 2002
through February 28, 2003.  Beginning March 1, 2003,  Ozolutions would have been
required  to  purchase  105 units  every  three  months.  All other terms of the
agreement  remained in place.  The agreement was renewed in January 2003 for the
first year of the three-year renewal term.

                                       13

<PAGE>


     On February 28, 2003,  Ozolutions  decided that it would not continue  with
the monthly  purchase  commitments for ELCE in Canada as the testing required to
sell the units was  incurring  much  more time than was  expected.  As a result,
Ozolutions lost the exclusive  marketing  rights to distribute the ELCE products
in Canada.  In addition,  the previously agreed upon  distributor's  discount on
purchases was decreased from 40% to 30%.

     We are  continuing  to conduct ELCE shrimp larvae and algae tests in Panama
and have recently commenced field tests at the shrimp farms. In Peru, we will be
installing  ELCE test units in ships and  factories  that  service the  fishmeal
industry.  Once these tests have been successfully  completed, we believe shrimp
and  fishmeal   operations  in  Panama  and  Peru  will  represent  major  sales
opportunities. We will also be installing, through our Peruvian agent, ELCE test
units in medical clinics, hospitals and various agricultural sites.

     Through our Canadian West Coast agent,  ELCE test units are being installed
for use in  connection  with certain fish  industry  operations,  self brew wine
operations  and  radiant  heating  systems.   Tree  seedlings  being  grown  for
reforestation  projects  will soon be evaluated to determine if activated  water
can produce larger and healthier seedlings in a shorter period of time.

     In  Ontario,  ELCE test units are being  installed  in a large  boiler in a
recreation  facility,  boilers and cooling  towers in  hospitals,  in dairy farm
operations  where we expect to improve milk production and for home use where we
expect to improve circulatory problems.

Business Consulting Agreement

     In October 2002,  Ozolutions  entered into a consulting  agreement  with de
Bruyne  Ivo.  The  purpose of the  agreement  is to provide  investor  relations
services and increase  exposure of Ozolutions in the  investing  community.  The
agreement is for six months,  commencing  on October 14, 2002.  In October 2002,
Ozolutions  issued 300,000  restricted  shares of its common stock to Mr. Ivo as
compensation for his services valued at $15,000.

Proposed Acquisition

     On May 22, 2002, Ozolutions signed a letter of intent to acquire the assets
of Electrical Systems Engineering ("ESE") and 100% of the outstanding common and
preferred shares of Specdex Inc. As proposed,  Ozolutions will pay approximately
$1,500,000 in cash to acquire the assets of ESE and,  following  acquisition  of
the ESE assets,  Ozolutions  will issue  4,536,500  restricted  common shares to
acquire all  outstanding  common and preferred  shares of Specdex.  Specdex will
become a wholly owned subsidiary of Ozolutions,  with Specdex fully  responsible
for managing the ESE division. If the Specdex acquisition is not completed,  the
ESE  acquisition  will  revert  to  Specdex.  Upon  completion  of  the  Specdex
acquisition,  Patent No. P190-1 APP 3-60/307,896  (Business  Process Modeling of
Wholesale  Procurement),  whose  rights are held by William A.  Hurley,  will be
assigned to Specdex and  subsequently  assigned to Ozolutions upon completion of
certain  compensation  to William A.  Hurley by Specdex  covered by an  existing
agreement.   Completion  of  these  transactions  is  subject  to  a  number  of
contingencies,  including,  completion  of due  diligence  review of the parties
involved, negotiation of definitive agreements between the parties and arranging
for the financing required to pay the consideration for the companies and assets
to be  acquired.  Ozolutions  has not obtained  any  commitments  to provide the
financing  necessary  for the  acquisition.  Should we be  unable to obtain  the
required  financing,  we may be forced to  abandon  the letter of intent and the
proposed acquisition.

                                       14

<PAGE>


Results of Operations  for the three months ended  February 28, 2003 compared to
February 28, 2002.

     For the three months ended February 28, 2003,  Ozolutions recorded revenues
in the amount of $24,000 for the sale of ELCE products.  Ozolutions  first sales
were recorded in the third quarter of fiscal 2002.

     Gross profit for the three  months  ended  February 28, 2003 was $17,000 or
69% of sales related to the sale of ELCE products.  The increase in gross profit
as a percentage of sales from previous  quarters was due to a higher  percentage
of installation  sales as compared to ELCE unit sales.  The  installation  sales
have a higher profit margin.

     Expenses for the three months ended February 28, 2003 decreased  $29,000 to
$155,000  from  $184,000  for the three months  ended  February  28, 2002.  This
decrease was mainly due to a decrease in  amortization  of  marketing  rights of
$32,000  attributable to the write off of the Hankin  Marketing  rights in April
2002, which resulted in no additional amortization being required.

     Other  expenses for the three months ended  February 28, 2003 were $171,000
and  represented  the write off of the ELCE marketing  rights due to the loss of
such rights as of February 28, 2003.

     The net loss for the three  months  ended  February  28, 2003  increased by
$125,000 to $309,000 from $184,000 for the three months ended  February 28, 2002
due to the factors discussed above.

Results of  Operations  for the six months ended  February 28, 2003  compared to
February 28, 2002.

     For the six months ended February 28, 2003, Ozolutions recorded revenues in
the amount of $137,000  for the sale of ELCE  products.  Ozolutions  first sales
were recorded in the third quarter of fiscal 2002.

     Gross profit for the six months ended  February 28, 2003 was $44,000 or 32%
related to the sale of ELCE products.

     Expenses for the six months ended  February 28, 2003  increased  $49,000 to
$306,000 from $257,000 for the six months ended February 28, 2002. This increase
was  due to an  increase  in  consulting  fees  of  $69,000  due  to  consulting
agreements we implemented to promote product sales and Ozolutions.  In addition,
expenses  were  incurred  for  an  ELCE  technical  expert  as  required  in our
agreement.  General  and  administrative  expenses  increased  $47,000 due to an
increase in legal fees related to the pending lawsuit and arbitration.  This was
offset by a decrease in amortization of marketing rights of $62,000 attributable
to the write off of the Hankin Marketing rights in April 2002, which resulted in
no additional amortization being expensed

     Other expenses for the six months ended February 28, 2003 were $171,000 and
represented  the write off of the ELCE marketing  rights due to the loss of such
rights as of February 28, 2003.

     The net loss for the six  months  ended  February  28,  2003  increased  by
$176,000 to $433,000  from  $257,000 for the six months ended  February 28, 2002
due to the factors discussed above.

Liquidity and Capital Resources

     Until Ozolutions  receives  adequate outside  financing to fund its capital
commitments,  its  operations  will be  limited  to those  that can be  effected

                                       15

<PAGE>

through its  officers,  directors and  consultants.  These persons have verbally
agreed to defer payment of compensation  from Ozolutions until revenue generated
from sales of product and financing  from outside  sources  provides  sufficient
working capital to fund operations and payment of their  compensation.  There is
no written or fixed  obligation to make 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  Hankins,  product will be shipped by
Hankin  against  purchase  orders we place  either  directly  to the end user or
dealers.  Accordingly,  we do not require any significant  amount of capital for
Hankin inventory or facilities required to maintain and distribute inventory.

     We plan  to keep  ELCE  purchases  to a  minimum.  We have  arranged  for a
warehouse facility to store the ELCE inventory at $325 per month.

     As  discussed  below  under  the  caption  "Item  1.  Legal   Proceedings,"
Ozolutions  is a party to a  dispute.  Management  cannot  predict  at this time
whether  Ozolutions  will  incur  any  liability  as  a  result  of  an  adverse
determination or ruling in this dispute.  Should  Ozolutions incur a substantial
liability as a result of this dispute, which we believe is unlikely, Ozolutions'
working  capital would be adversely  affected,  which could cause  Ozolutions to
seek  outside  financing  to improve its  working  capital  position.  We cannot
predict whether  financing  would be available on acceptable  terms should these
circumstances arise.

     Ozolutions believes its general, selling and administrative expenses during
the next twelve months will be approximately $325,000, of which $150,000 will be
used for marketing and sales expenses including:

     *    production of printed sales and marketing materials;

     *    advertising, promotion and trade show participation;

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

     *    travel  expenses   associated  with  establishing  a  Canadian  dealer
          network.

     The  remaining  $125,000 is the estimated  cost of clerical and  management
staff, professional fees and facilities' costs required to operate over the next
year.

     Currently,  Ozolutions has $258,000 in accounts  receivable and $166,000 in
inventory.  Management  believes  that  these  resources,  together  with  funds
generated  internally from product sales,  will be sufficient to fund operations
for the next twelve months,  assuming management  foregoes  compensation for its
services as discussed  above. We intend to pursue financing  opportunities  that
might arise during the year in order to make  additional  capital  available for
expanding our business.

Application of Critical Accounting Policies

     Ozolution's  financial  statements and  accompanying  notes are prepared in
accordance with generally accepted  accounting  principles in the United States.
Preparing  financial  statements  requires  management  to  make  estimates  and
assumptions  that affect the reported amounts of assets,  liabilities,  revenue,
and expenses.  These  estimates  and  assumptions  are affected by  management's
application of accounting policies.  Critical accounting policies for Ozolutions
include revenue  recognition,  impairment of marketing rights and accounting for
legal contingencies.

                                       16

<PAGE>

     Ozolutions  recognizes revenue in accordance with Staff Accounting Bulletin
No.101,  "Revenue Recognition in Financial  Statements." Sales are recorded when
products  are shipped to  customers.  Provisions  for  discounts  and rebates to
customers,  estimated  returns and allowances and other adjustments are provided
for in the same period the related sales are recorded.

     Ozolutions is subject to various legal proceedings and claims, the outcomes
of  which  are  subject  to  significant  uncertainty.  Statement  of  Financial
Accounting  Standards No. 5,  "Accounting for  Contingencies",  requires that an
estimated loss from a loss  contingency  should be accrued by a charge to income
if it is  probable  that an asset  has been  impaired  or a  liability  has been
incurred and the amount of the loss can be reasonably estimated. Disclosure of a
contingency  is required if there is at least a  reasonable  possibility  that a
loss has been incurred. Ozolutions evaluates, among other factors, the degree of
probability  of an  unfavorable  outcome  and the  ability to make a  reasonable
estimate of the amount of loss. Changes in these factors could materially impact
Ozolutions financial position or its results of operations.

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.

Item 3.  Controls and Procedures

     With the  participation of management,  Ozolutions' chief executive officer
and chief  financial  officer  evaluated  Ozolutions'  disclosure  controls  and
procedures on February 28, 2003. Based on this  evaluation,  the chief executive
officer and the chief financial officer  concluded that the disclosure  controls
and  procedures  are  effective in  connection  with  Ozolutions'  filing of its
quarterly  report on Form 10-QSB for the  quarterly  period  ended  February 28,
2003.

     Subsequent  to February 28,  2003,  through the date of this filing of Form
10-QSB for the  quarterly  period ended  February  28, 2003,  there have been no
significant  changes in Ozolutions'  internal  controls or in other factors that
could   significantly   affect  these   controls,   including  any   significant
deficiencies  or material  weaknesses  of internal  controls  that would require
corrective action.

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     On June 5, 2002, Ozolutions entered into advisory agreements with the firms
of David  Michael,  LLC,  and Feng Shui  Consulting,  Inc.  The  purpose  of the
advisory  agreements  was to assist  Ozolutions  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 Ozolutions to public relations firms and consultants and
others that may assist  Ozolutions in its plans.  For the services  described in
their respective  agreements,  the advisors were to receive shares of Ozolutions


                                       17

<PAGE>

common stock on the following schedule:  June 5, 2002 - 400,000 shares; November
5, 2002 - 200,000  shares;  December 5, 2002 - 200,000  shares;  March 5, 2002 -
150,000 shares. Pursuant to this schedule, 400,000 shares were issued to each of
the consulting  firms.  The agreements  were cancelled by Ozolutions on November
26, 2002,  and  subsequently  efforts were made to  renegotiate  the  agreements
without  success.  In June 2002,  David Michael,  LLC, and Feng Shui Consulting,
Inc.,  filed a suit in Federal  District  Court,  District of Utah,  case number
2:02CV-0538  ST, against  Ozolutions for breach of contract for failure to issue
additional  shares of common  stock under the  agreements.  Ozolutions  filed an
answer,  counter  claims,  and third party  complaint  denying  the  substantive
allegations  of the  complaint  and  asserting  breach of contract  and fraud in
connection  with  the  transaction.  The  parties  are now  pursuing  discovery.
Management  believes the suit is without merit and intends to vigorously  defend
its  position.  Management  does not believe the range of loss,  if any,  can be
reasonably estimated at this time.

     On January 11, 2002,  Ozolutions  entered into a financial  consulting  and
investment  banking  agreement with Chapman,  Spira & Carson LLC. The purpose of
the  agreement  was to assist  Ozolutions  with general  business and  financial
consulting  and  obtain  equity  and debt  financing  up to $2  million on terms
agreeable  to  Ozolutions.  Ozolutions  believes  that  under  the  terms of the
agreement it was obligated to pay a  non-refundable  retainer fee of $25,000 and
issue 200,000  shares of  Ozolutions  common stock on the receipt of the initial
financing proceeds.  In addition,  Ozolutions would then become obligated to pay
$5,000 per month for  consulting  and service fees for the subsequent 24 months.
Finally,  the agreement provides that Ozolutions would pay a commission of 7 1/2
percent on any subsequent financing arrangements and would be obligated to issue
an additional 1,000,000 shares of Ozolutions common stock upon completion of the
full $2 million financing.  As of February 28, 2002,  Ozolutions had paid $3,000
of the $25,000  retainer fee in advance.  In May 2002,  Chapman,  Spira & Carson
made a claim that $30,000 was then due under the agreement, even though no funds
had been raised for  Ozolutions.  In June 2002,  Chapman,  Spira & Carson made a
demand for arbitration through the American Arbitration  Association as provided
in the  agreement  claiming  $50,000 in fees,  plus nine percent  interest,  and
200,000  shares of  Ozolutions  common stock.  In November  2002 an  arbitration
hearing was held on the matter.  The arbitrator  requested both parties  prepare
additional information,  which was submitted to the arbitrator in December 2002.
In February 2003, the arbitrator  returned a decision against  Chapman,  Spira &
Carson and awarded the Ozolutions approximately $22,000. The amount has not been
recorded in the accompanying  financial  statements,  as Ozolutions is uncertain
that the payment will be made.

Item 2.  Changes in Securities and Use of Proceeds

     Ozolutions  entered into a Stock Purchase Agreement on October 1, 2001 with
First Chartered Capital Corporation,  Inc. Under the agreement,  First Chartered
is entitled to purchase  common stock of Ozolutions for 30 percent of the market
value on the date of purchase in reliance  on the  exclusion  from  registration
under Regulation S promulgated under the Securities Act of 1933.  Through August
31, 2002,  12,209,193 restricted common shares were purchased by First Chartered
with  Ozolutions  receiving  $1,030,609.  Due to  clerical  and other  errors in
issuing the shares purchased,  and additional  120,000 shares were issued in the
quarter ended February 28, 2003 for no additional consideration. The shares were
issued in reliance on the safe harbor  exclusion from  registration set forth in
Regulation S adopted under the  Securities Act of 1933. The agreement with First
Chartered was cancelled in August 2002.

Item 6.  Exhibits and Reports on Form 8-K

Exhibits: The certification required by Section 906 of the Sarbanes-Oxley Act of
2002 is presented in Exhibit 99.1.

Reports on Form 8-K:  None

                                       18

<PAGE>


                                   SIGNATURES

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

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

                                OZOLUTIONS, INC.



Date: April 11, 2003                      By: /s/ Max Weissengruber,
                                              Chief Executive Officer



Date: April 11, 2003                      By: /s/ James A. Clemenger,
                                              Chief Financial Officer


                                       19

<PAGE>


                                  CERTIFICATION

I, Max Weissengruber, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Ozolutions Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: April 11, 2003                      By: /s/ Max Weissengruber,
                                              Chief Executive Officer

                                       20

<PAGE>


                                  CERTIFICATION

I, James A. Clemenger, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Ozolutions Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: April 11, 2003                      By: /s/ James A. Clemenger,
                                              Chief Financial Officer

                                       21