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

                                  FORM 10-QSB/A

                                 AMENDMENT NO. 1

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

     For the quarterly period ended February 29, 2004

     [ ]  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 29, 2004 there were
34,004,226 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 29,2004 (Unaudited)               4
                and August 31, 2003

              Statements of Operations for the Six Months                  5
                Ended February 29, 2004 and February 28, 2003
              (Unaudited)

              Statements of Operations for the Three Months                6
                Ended February 29, 2004 and February 28, 2003
              (Unaudited)

              Statements of Cash Flows for the Six Months Ended            7
                February 29, 2004 and February 28, 2003 (Unaudited)

              Notes to Financial Statements (Unaudited)                    8

              Item 2. Management's Discussion and Analysis or Plan of     12
                      Operation

              Item 3. Controls and Procedures                             16

PART II.      Other Information                                           17

              Item 2. Changes in Securities and Use of Proceeds           17

              Item 6. Exhibits and Reports on Form 8-K                    17

Signatures                                                                18


                                        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 29, 2004, the related statements of
operations for the three and six months ended February 29, 2004 and February 28,
2003, and the statements of cash flows for the six months ended February 29,
2004 and February 28, 2003. 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.

     The accompanying financial statements have been prepared assuming
Ozolutions Inc. (A Delaware Corporation) will continue as a going concern. As
discussed in Note F 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 F. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


/s/
Rotenberg & Co., llp
Rochester, New York
May 21, 2004

                                        3
<PAGE>

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

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

                                                        (Unaudited)
                                                        February 29,  August 31,
                                                          2004          2003
--------------------------------------------------------------------------------
ASSETS

Current Assets
Cash and Cash Equivalents                             $       262   $       127
Accounts Receivable - Net of Allowance
  for Doubtful Accounts                                   113,408       195,760
Inventory                                                 182,363       182,363
Prepaid Expenses                                           42,278        50,000
--------------------------------------------------------------------------------
Total Current Assets                                      338,311        428,25

Other Assets
Deposits                                                   27,292        27,292
--------------------------------------------------------------------------------

Total Assets                                          $   365,603   $   455,542
--------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current Liabilities
Accounts Payable                                      $   117,697   $    66,658
Deferred Revenue                                            7,037         7,037
Share Repurchase Commitment                                81,699        81,699
Due to Director                                           115,872        82,298
Due to Stockholders                                        84,852        56,501
--------------------------------------------------------------------------------
Total Current Liabilities                                 407,157       294,193
--------------------------------------------------------------------------------

Stockholders' (Deficit) Equity
Common Stock:  $.001 Par; 50,000,000 Shares Authorized;
               34,004,226 and 33,754,226 Issued and
               Outstanding, Respectively                   34,004        33,754
Additional Paid-In Capital                              1,772,369     1,752,975
Accumulated Deficit                                    (1,847,927)   (1,625,380)
--------------------------------------------------------------------------------
Total Stockholders' (Deficit) Equity                      (41,554)      161,349
--------------------------------------------------------------------------------

Total Liabilities and Stockholders' (Deficit) Equity  $   365,603   $   455,542
--------------------------------------------------------------------------------

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

                                       4

<PAGE>

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

STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
                                                                  (U.S. Dollars)

                                                         (Unaudited) (Unaudited)
Six Months Ended February 29 and February 28,               2004          2003
--------------------------------------------------------------------------------

Revenues, Net                                         $         -   $   136,550

Cost of Goods Sold                                              -        92,643
--------------------------------------------------------------------------------

Gross Profit                                                    -        43,907
--------------------------------------------------------------------------------

Expenses
Bad Debts                                                  80,000            -
Consulting Fees                                            49,200        62,131
Marketing, Including Amortization of
  Marketing Rights                                         38,795       162,616
General and Administrative                                 49,908        81,550
Interest Expense                                            4,644            -
--------------------------------------------------------------------------------

Total Expenses                                            222,547       306,297
--------------------------------------------------------------------------------

Loss Before Other Expenses                               (222,547)     (262,390)

Other Expenses
Loss on impairment of marketing rights                          -      (171,067)
--------------------------------------------------------------------------------


Loss Before Provision For Taxes                          (222,547)     (433,457)


Provision For Taxes                                             -             -
--------------------------------------------------------------------------------

Net Loss for the Period                               $  (222,547)  $  (433,457)
--------------------------------------------------------------------------------

Weighted Average Number of Common Shares
  Outstanding - Basic and Diluted-                     34,004,226    33,583,405

Income (Loss) Per Common Share - Basic and
  Diluted                                             $     (0.01)  $     (0.01)
--------------------------------------------------------------------------------

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

                                       5

<PAGE>

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

STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
                                                            (U.S. Dollars)

                                                       (Unaudited)   (Unaudited)
Three Months Ended February 29 and February 28,            2004         2003
--------------------------------------------------------------------------------

Revenues, Net                                         $         -   $    24,090

Cost of Goods Sold                                              -         7,504
--------------------------------------------------------------------------------

Gross Profit                                                    -        16,586
--------------------------------------------------------------------------------

Expenses
Bad Debts                                                  80,000             -
Consulting Fees                                            24,600        29,765
Marketing, Including Amortization of Marketing
  Rights                                                   18,889        88,005
General and Administrative                                 38,022        37,195
Interest Expense                                            2,144             -
--------------------------------------------------------------------------------

Total Expenses                                            163,655       154,965
--------------------------------------------------------------------------------

Loss Before Other Expenses                               (163,655)     (138,379)

Other Expenses
Loss on impairment of marketing rights                          -      (171,067)
--------------------------------------------------------------------------------


Loss Before Provision For Taxes                          (163,655)     (309,446)


Provision For Taxes                                             -             -
--------------------------------------------------------------------------------

Net Loss for the Period                               $  (163,655)  $  (309,446)
--------------------------------------------------------------------------------

Weighted Average Number of Common Shares
  Outstanding - Basic and Diluted-                     34,004,226    33,669,596

Income (Loss) Per Common Share - Basic and
  Diluted                                             $     (0.00)  $     (0.01)
--------------------------------------------------------------------------------

   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
--------------------------------------------------------------------------------
                                                             (U.S. Dollars)

                                                        (Unaudited)  (Unaudited)
Six Months Ended February 29 and February 28,              2004          2003
--------------------------------------------------------------------------------

Cash Flows from Operating Activities
Net Loss for the Period                                 $(222,547)    $(433,457)

Non-Cash Adjustments:
Amortization of Marketing Rights                           15,000        29,748
Bad Debts                                                  80,000             -
Interest on Director/Stockholder Loans                      4,644             -
Shares Issued to Consultants                                    -        15,000
Loss on impairment of marketing rights                          -       171,067

Changes in Assets and Liabilities:
Accounts Receivable                                         2,352      (140,532)
Inventory                                                       -         1,722
Prepaid Expenses and deposits                               7,722        97,840
Accounts Payable                                           51,040        33,538
--------------------------------------------------------------------------------
Net Cash Flows from Operating Activities                  (61,789)     (225,074)
--------------------------------------------------------------------------------

Cash Flows from Financing Activities
Advances from (Repayments to) Director                     33,573         3,093
Advances from (Repayment to) Stockholders                  28,351        (1,001)
--------------------------------------------------------------------------------
Net Cash Flows from Financing Activities                   61,924         2,092
--------------------------------------------------------------------------------

Net Change in Cash and Cash Equivalents                       135      (222,982)
Cash and Cash Equivalents - Beginning of Period               127       223,157
--------------------------------------------------------------------------------
Cash and Cash Equivalents - End of Period               $     262     $     175
--------------------------------------------------------------------------------

Supplemental Disclosures
Interest Paid                                           $       -     $       -
Income Taxes Paid                                       $       -     $       -
--------------------------------------------------------------------------------

Non-Cash Investing And Financing Activities
Purchase of Shares for Cancellation                     $       -     $  81,699
Acquisition of Marketing Rights                         $  15,000     $       -
Purchase Price Paid via Issuance of Common Stock          (15,000)            -
--------------------------------------------------------------------------------
Total Cash Paid for Marketing Rights                    $       -     $       -
--------------------------------------------------------------------------------

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

                                       7
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS-FEBRUARY 29, 2004
--------------------------------------------------------------------------------

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.

         Certain amounts in the prior year financial statements have been
         reclassified to conform with the current year presentation. The
         reclassifications made to the prior year have no impact on the net
         loss, or overall presentation of the financial statements.

Note B - Accounts Receivable and Allowance for Doubtful Accounts

         Accounts receivable are stated net of an allowance for doubtful
         accounts. The Company estimates the allowance based on its analysis of
         specific balances and taking into consideration the age of past due
         accounts.

Note C - Marketing Rights

         ELCE International Inc.

         The Company purchased the exclusive marketing rights to distribute the
         water activator products of "ELCE International Inc." ("ELCE") from
         ELCE in Canada. 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
         500,000 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.

                                  - continued -

                                       8
<PAGE>

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

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

Note C - Marketing Rights - continued

         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.

         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 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.

         In September 2003, the Company issued 250,000 restricted common shares
         to the President of ELCE in order to maintain the existing relationship
         in Canada for the ELCE products. A renegotiation of a new exclusive
         agreement for Canada was to be finalized in early 2004 but because the
         Company was unable to commit to the purchase of 40 units per month
         commencing in January 2004 the pursuit of this exclusive contract was
         temporarily abandoned. The Company continues to maintain its
         non-exclusive agreement with ELCE. In conjunction with the issuance of
         the common stock, the Company cancelled the option to purchase 500,000
         common shares at $0.50 per share. The issuance of the common stock
         resulted in a charge to earnings of $15,000 in the six months ended
         February 29,2004.

Note D - 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, can be reasonably estimated
         at this time. Accordingly, no provision for possible loss has been made
         in these financial statements.

                                  - continued -

                                       9
<PAGE>

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

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

Note D - Consulting and Advisory Agreements - continued

         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.

         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 received.

Note E - 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.

         In May 2003, the Company and Specdex Inc. mutually agreed to abandon
         the intended purchase of Specdex Inc. The Company will not be required
         to issue the 4,536,500 restricted common shares. The terms of the ESE
         acquisition remain unchanged.

                                       10
<PAGE>

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


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

Note F - 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 $142,547 for the six
         months ended February 29, 2004. As a result, there is an accumulated
         deficit of $1,767,927 at February 29, 2004.

         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.

Note G - Director Options

         On January 16, 2004, the Board of Directors granted an option to
         purchase 125,000 common shares of Ozolutions Inc. at $0.10 per share to
         Douglas Robertson, a Director and Officer of the Company.

Note H - Financing

         During April 2003, the Company obtained a commitment for a long-term
         financing agreement for $5,000,000 from U.S. Capital Inc. The financing
         commitment is comprised of the following: $2,500,000 of secured senior
         debt with a five-year term and a ten-year amortization with an
         automatic option to extend for five additional years, with principal
         and interest of 11.25% due at the end of the loan period; issuance of
         8,000,000 restricted common shares of the Company's stock with options
         to return 4,000,000 shares for $1,250,000 at the end of five and ten
         years, respectively. The 8,000,000 restricted common shares have not
         been registered under the Securities Act of 1933 and may not be offered
         or sold absent registration or an applicable exemption from
         registration. The Company paid a $50,000 commitment fee to secure the
         financing. Of such fee, $10,000 was refunded in January 2004. The
         Company is also required to pay a $250,000 annual consulting fee to
         U.S. Capital Inc. based on the amount owing under the equity portion of
         the financing. It is expected that the Company will be able to make its
         first drawdown of funds during its fourth quarter.

                                       11
<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 and the Caribbean
zone, including Panama, Costa Rica, El Salvador and Peru.

Ozone Technology

      Ozolutions purchased 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. The
8,000,000 shares of common stock were delivered to 1421209 Ontario Limited in
November 2000. 1421209 Ontario Limited subsequently transferred 2,000,000 shares
to third parties and now holds 6,000,000 shares. There was no affiliation
between 1421209 Ontario Limited and Ozolutions prior to the purchase of the
distribution rights. Ozolutions has offered to buy back Ontario's 6,000,000
shares for return to Treasury for $82,000 which transaction is expected to be
concluded in 2004 when Ozolutions anticipates receipt of the proceeds from a
major financing discussed under Financing of Proposed Acquisitions. Ozolutions
did not make any of the required cash payments related to the $1,000,000.

      In April 2002, the agreement with 1421209 Ontario Limited was cancelled
and the obligation of $1,000,000 to 1421209 Ontario Limited was no longer due.
Ozolutions wrote-off the net marketing rights of $762,743 and the outstanding
obligation of $1,000,000, and recorded an extraordinary gain from the
cancellation of the agreement of $237,257. Ozolutions then paid $50,000 directly
to Hankin for the same exclusive marketing rights.

      We have orders for 25 EntrOzone units but delivery of the water product
has been delayed because of 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.

      The President of Hankin has made a number of technical presentations to
public and private water authorities in Costa Rica resulting in several large
dollar ozone based water treatment proposals currently under consideration.

Water-activated Technology

      In August 2001, we acquired non-exclusive distribution rights to an
activated water system from ELCE International Inc. 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 to maintain Canadian rights and issued an option to
purchase 500,000 common shares to the President of ELCE International at $0.50
per share which would expire in February 2004. In March 2002, we obtained
exclusive marketing rights for Costa Rica for no consideration. However, in
December of 2002, we did not meet the purchase commitment related to the Costa
Rican agreement and lost the rights to sell ELCE products in Costa Rica. In
September 2003, Ozolutions approved the issuance of 250,000 restricted common

                                       12
<PAGE>

shares to the President of ELCE International and the cancellation of the option
to purchase 500,000 common shares at $0.50 per share in order to maintain the
existing relationship in Canada.

      We had conducted promising ELCE shrimp larvae and algae laboratory tests
in Panama. However, once larvae were transferred to outdoor farms, similar gains
in size and health were not achieved and the use of ELCE units in the shrimp
industry was proven to be uneconomical at the present time.

      In Peru, we intend to install ELCE units in ships and factories that
service the fishmeal industry, once general economic conditions improve. When
further tests have been successfully completed, we believe fishmeal operations
in Peru represent major sales opportunities.

      Through our Canadian West Coast agent ELCE units are being tested in
nursery locations where initial results show improvements in root, stem and
flower growth of roses. Trials with cut flowers also indicate economic shelf
life can be extended through ELCE water activation. Year-long tests with retail
wine making outlets have indicated that taste and alcohol content have improved
with the use of triple activated water. During 2004, sales efforts will
concentrate on sales to the several hundred Canadian outlets of a nationally
franchised company.

      In Ontario, Ozolutions is vigorously pursuing alliances with
consulting/service engineering firms and contractors who service boiler, air
conditioning and refrigeration installations. These firms have both the
technical expertise and customer bases to install and monitor the effectiveness
of ELCE under Canadian specific conditions, a major element in the successful
introduction of innovative water treatment technology.

      In 2004, we will be conducting two research studies using ELCE water
activation technology. The Drinking Water Research Group at the University of
Toronto will examine the effectiveness of ELCE water activation in preventing
the buildup of mineral deposits on Ultra Violet systems. Once this fouling
occurs, Ultra Violet systems are not effective and normally have to be shut down
and deposits removed. If ELCE can keep Ultra Violet systems free from mineral
contamination, UV systems can continue to provide effective contamination
elimination without interruption.

      A large Agricultural Research Group will be conducting a study to
determine ELCE's ability to increase milk yield in dairy cows. Earlier studies
in Japan have indicated that milk yield can improve by up to 10 percent when
cows receive ELCE activated water. A 24-cow herd will be divided into an
experimental group and a control group. The experimental group will receive ELCE
activated water for a predetermined period and milk yield will be carefully
tracked while the control group receives normal water. Then the process will be
reversed with the control group now receiving ELCE activated water while the
experimental group reverts to regular water consumption. At the end of the test
period, comparisons will be made between ELCE activated water results versus
normal water consumption with the assumption being that if the cows produce
greater yields on ELCE water, no other factors could account for the documented
increase in milk production.

UV Pure Products

      In order to provide viable technology and pricing options to residential
customers for drinking water solutions, Ozolutions has been negotiating
distribution agreements with UV Pure, a Toronto based manufacturer of ultra
violet products which have received NSF certification under standard 55 A. Both
UV Pure's 13 US gallon per minute and 30 gallon per minute models will safely
disinfect water, as a primary disinfectant, from untreated sources containing
bacteria, E-coli, viruses and parasites such as giardia and cryptosporidium.

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<PAGE>

      UV Pure's patented CrossFire Technology uses two high output UV lamps,
unlike traditional UV systems which use a single lamp. UV Pure's design can
target pathogens from 360 degrees. Two smart sensors ensure that only safe water
can enter the home due to an automated shut-off and a fail-safe valve that
prevents contaminated water from entering the home.

      To prevent fouling by minerals in water, a stainless steel wiper blade
keeps the quartz reflecting surface clean and eliminates the need for water
softening equipment.

      We anticipate completing distribution agreements with UV Pure in 2004 and
intend to distribute these ultra violet home treatment systems in select markets
in Latin America and the United States. We will not be building significant
inventories but will order units based on customer orders. Payment terms for our
customers will be a 50% deposit upon receipt of order with the balance due upon
shipment-FOB Toronto.

Financing of Proposed Acquisitions

      On May 22, 2002, Ozolutions had originally signed a letter of intent to
acquire the assets of Electrical Systems Engineering ("ESE"),an electrical parts
distribution company, and 100% of the outstanding common and preferred shares of
Specdex Inc., a California based software company with proprietary distribution
oriented technology. However, in 2003, Ozolutions decided to pursue the
acquisition of U.S. based water treatment distribution companies and agreed to
terminate the original agreement with Specdex Inc.at no cost to either party.

      In April 2003, Ozolutions accepted a $5,000,000 financing proposal from
U.S. Capital Inc., a California based investment banking firm. The financing
commitment is comprised of the following elements:

      o     $2,500,000 will be provided in the form of secured senior debt. The
            debt has a 5 year term with a 10 year amortization and an automatic
            option to extend for another 5 years. Principal and interest will be
            due at the end of 10 years. The simple interest rate is 11.25 % per
            year.
      o     8,000,000 restricted common shares will be issued for $2,500,000
            with a put option to buy back 4,000,000 shares for $1,250,000 at the
            end of 5 years and 4,000,000 shares for $1,250,000 at the end of 10
            years. Ozolutions will pay an annual consulting fee of 10% per year
            of the amount outstanding under this part of the financing
            agreement.
      o     Ozolutions has paid a $50,000 commitment fee to secure the
            financing which is expected to be concluded in 2004.  Of the
            commitment fee, $10,000 was refunded in January 2004.

      Ozolutions believes that this long term financing will enable it to expand
its sales and marketing efforts for its chemical free water treatment
technologies and fund the acquisition of established water treatment companies
in the United States.

Results of Operations for the six months ended February 29, 2004 compared to
February 28, 2003.

      For the six months ended February 29, 2004 the Company had no sales
compared to $137,000 for the six months ending February 28, 2003.Cost of goods
sold was $93,000 for the six months ending February 28, 2003 or 67.8% of sales
while gross profit was $44,000 or 32.2% of sales.

      The net loss for the six months ended February 29,2004 was $223,000
compared to a net loss of $433,000 for the six months ended February 28, 2003.

                                       14
<PAGE>

      Expenses decreased $83,000 for the six months ended February 29, 2004
compared to the same period in 2003 mainly due to a reduction in consulting
advisory agreements of $13,000, a reduction in marketing costs of $124,000,
and a reduction in general and administrative expenses of $32,000 offset by
an increase of $80,000 in bad debt expense.

      In 2003 there was also a loss of $171,000 for the write-off of impairment
of marketing rights regarding a supplier (ELCE) as compared to zero in 2004.

Liquidity and Capital Resources

      Ozolutions operations used approximately $62,000 in cash during the six
months ended February 29,2004.

      Cash required during the six months ended February 29, 2004 came
principally from Director and shareholder advances.

      As previously discussed, Ozolutions accepted a $5,000,000 financing
proposal from U.S. Capital Inc., a California based investment banking firm. It
is expected that Ozolutions will be able to make its first drawdown of funds
during the fourth fiscal quarter of 2004.

      Under distribution agreements with Hankin, 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 and do not anticipate holding
large amounts of ELCE product inventory at any one time. We have arranged for a
warehouse facility to store the ELCE inventory at $300 per month.

      UV Pure products will be ordered when Ozolutions receives orders from
customers who will pay a 50% deposit upon placement of orders with the balance
due upon shipment FOB Toronto.

      As discussed above under the caption "Item 3. Legal Proceedings,"
Ozolutions is a party to one 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, it is likely Ozolutions' working capital
would be adversely affected.

      Ozolutions believes its general, selling and administrative expenses
during the next 12 months will be approximately $400,000 of which $200,000 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 that could be associated with potential U.S.
            water treatment Company acquisitions.

                                       15
<PAGE>

      The remaining $200,000 is the estimated cost of clerical and management
and consulting staff and facilities required to operate over the next year.

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.

      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 evaluates its long-lived assets for financial impairment on a
regular basis in accordance with Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." Ozolutions evaluates the recoverability of long-lived
assets not held for sale by measuring the carrying amount of the assets against
the estimated discounted future cash flows associated with them. At the time
such evaluations indicate that the future discounted cash flows of certain
long-lived assets are not sufficient to recover the carrying value of such
assets, the assets are adjusted to their fair values.

      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

                                       16
<PAGE>

procedures on February 29, 2004. 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 six months ended February 29, 2004.

      Subsequent to February 29,2004, through the date of this filing of Form
10-QSB for the six months ended February 29, 2004, 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 2. Changes in Securities and Use of Proceeds

      In September 2003, Ozolutions issued of 250,000 restricted common shares
to the President of ELCE International as an inducement to maintain a
distributing relationship for ELCE International products. On January 16, 2004,
the Board of Directors granted an option to purchase 125,000 common shares of
Ozolutions at $0.10 per share to Douglas Robertson, a Director and Officer.

      The foregoing securities were issued in reliance on the exemption from
registration set forth in Section 4(2) of the Securities Act of 1933. No
commission was paid to any person in connection with the transactions.

Item 6. Exhibits and Reports on Form 8-K

Exhibits:  Copies of the following documents are included as exhibits to
this report.

  SEC Ref. No.   Title of Document
  ------------   -----------------

      31.1       Certification of the Chief Executive Officer pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002

      31.2       Certification of the Chief Financial Officer pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002

      32.1       Certifications of the Chief Executive Officer and Chief
                 Financial Officer pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002


Reports on Form 8-K:  None

                                       17
<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.

                                                    OZOLUTIONS, INC.



Date:  May 24, 2004                                 By: /s/ Max Weissengruber,
                                                       -------------------------
                                                       Chief Executive Officer



Date:  May 24, 2004                                 By: /s/ Douglas Robertson,
                                                       -------------------------
                                                       Chief Financial Officer

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