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

                                   FORM 10-QSB


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

     For the quarterly period ended November 30, 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 November 30, 2003,  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

              Balance Sheets at November 30, 2003 (Unaudited)                 3
                and August 31, 2003

              Statements of Operations for the Three Months                   4
                Ended November 30, 2003 and 2002 (Unaudited)

              Statements of Cash Flows for the Three Months Ended             5
                November 30, 2003 and 2002 (Unaudited)

              Notes to Financial Statements (Unaudited)                       6

              Item 2. Management's  Discussion and Analysis or Plan of       10
                Operation

              Item 3. Controls and Procedures                                14

PART II.      Other Information                                              15

              Item 6. Exhibits and Reports on Form 8-K                       15

Signatures                                                                   16


                                       2

<PAGE>


                                     Part I
                          Item 1. Financial Information

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

BALANCE SHEETS
--------------------------------------------------------------------------------
                                                            (U.S. Dollars)
                                                      (Unaudited)
                                                      November 30,    August 31,
                                                         2003           2003
--------------------------------------------------------------------------------
ASSETS

Current Assets
Cash and Cash Equivalents                                $   147       $   127
Accounts Receivable - Net of Allowance for
Doubtful Accounts                                        195,760       195,760
Inventory                                                182,363       182,363
Prepaid Expenses and Deposits                             50,000        50,000
--------------------------------------------------------------------------------
Total Current Assets                                     428,270       428,250

Other Assets
Marketing Rights, Net of Accumulated Amortization          5,000            --
Deposits                                                  27,292        27,292
--------------------------------------------------------------------------------
Total Assets                                           $ 460,562      $455,542
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable                                       $  81,000      $ 66,658
Deferred Revenue                                           7,037         7,037
Share Repurchase Commitment                               81,699        81,699
Due to Director                                           99,980        82,298
Due to Stockholders                                       70,889        56,501
--------------------------------------------------------------------------------
Total Current Liabilities                                340,605       294,193
--------------------------------------------------------------------------------

Stockholders' Equity
Common Stock:  $.001 Par; 50,000,000 Shares Authorized;
               34,004,226 and 33,754,226 Issued
               Outstanding, Respectively                  34,004        33,754
Additional Paid-In Capital                             1,770,225     1,752,975
Accumulated Deficit                                   (1,684,272)   (1,625,380)
--------------------------------------------------------------------------------
Total Stockholders' Equity                               119,957       161,349
--------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity             $ 460,562      $455,542
================================================================================

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

                                        3

<PAGE>


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


STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

                                                            (U.S. Dollars)

                                                       (Unaudited)   (Unaudited)
Three Months Ended November 30,                            2003          2002
--------------------------------------------------------------------------------

Revenues, Net                                        $       --      $ 112,460

Cost of Goods Sold                                           --         85,139
--------------------------------------------------------------------------------

Gross Profit                                                 --         27,321
--------------------------------------------------------------------------------

Expenses
Consulting Fees                                          24,600         82,340
Marketing, Including Amortization of
  Marketing Rights                                       19,906         14,874
General and Administrative                               11,886         54,117
Interest Expense                                          2,500             --
--------------------------------------------------------------------------------

Total Expenses                                           58,892        151,331
--------------------------------------------------------------------------------

Loss Before Provision for Taxes                         (58,892)      (124,010)

Provision for Taxes                                          --             --
--------------------------------------------------------------------------------

Net Loss for the Period                              $  (58,892)    $ (124,010)
--------------------------------------------------------------------------------

Weighted Average Number of Common Shares
  Outstanding - Basic and Diluted-                   34,004,226     33,498,161

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

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

                                        4

<PAGE>


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

STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
                                                             (U.S. Dollars)
                                                       (Unaudited)   (Unaudited)
Three Months Ended November 30,                            2003          2002
--------------------------------------------------------------------------------
Cash Flows from Operating Activities

Net Loss for the Period                                 $(58,892)    $(124,010)

Non-Cash Adjustments:
Amortization of Marketing Rights                          10,000        14,874
Interest on Director/Stockholder Loans                     2,500            --
Shares Issued to Consultants                                  --        15,000

Changes in Assets and Liabilities:
Accounts Receivable                                           --      (120,796)
Inventory                                                     --       (34,382)
Prepaid Expenses                                              --        49,881
Accounts Payable                                          14,342        15,549
--------------------------------------------------------------------------------

Net Cash Flows from Operating Activities                 (32,050)     (183,884)
--------------------------------------------------------------------------------

Cash Flows from Financing Activities
Advances from (Repayments to) Director                    17,682        (6,255)
Advances from (Repayment to) Stockholders                 14,388        (4,811)
--------------------------------------------------------------------------------

Net Cash Flows from Financing Activities                  32,070       (11,066)
--------------------------------------------------------------------------------

Net Change in Cash and Cash Equivalents                       20      (194,950)
Cash and Cash Equivalents - Beginning of Period              127       223,157
--------------------------------------------------------------------------------
Cash and Cash Equivalents - End of Period               $    147     $  28,207
================================================================================

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

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

Acquisition of Marketing Rights                         $ 15,000     $      --
Purchase Price Paid via Issuance of Common Stock            (250)           --
Purchase Price Paid via Granting of Stock Options        (14,750)           --
--------------------------------------------------------------------------------
Total Cash Paid for Marketing Rights                    $     --     $      --
================================================================================

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

                                        5

<PAGE>


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


NOTES TO FINANCIAL STATEMENTS-NOVEMBER 30,2003
--------------------------------------------------------------------------------


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 -  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") 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  500,000 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 -

                                       6

<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  is  scheduled  for early  2004.  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 $10,000 in the three  months  ended  November 30, 2003 and
          $5,000 will be charged to earnings in the three 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,
          cannot be reasonably estimated at this time. Accordingly, no provision
          for possible loss has been made in these financial statements.

                                                                   - continued -

                                       7

<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.

                                       8

<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 $58,892 for the three
          months ended  November 30, 2003. As a result,  there is an accumulated
          deficit of $1,684,272 at November 30, 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.

Note G -  Subsequent Events
          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.  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 in
          January or February of 2004.





                                       9

<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 early 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

                                       10

<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.  Early in January 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 early 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 January/February 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 three months ended  November 30, 2003 compared to
November 30, 2002.

     For the three  months  ended  November  30,2003  the  Company  had no sales
compared to $113,000 for the three months ending November  30,2002.Cost of goods
sold was $85,000 for the three months ending November 30,2002 or 75.7 % of sales
while gross profit was $28,000.

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<PAGE>

     The net  loss  from  continuing  operations  for the  three  months  ending
November  30,2003 was $59,000 as compared to $124,000  during the same period in
2002.Expenses  decreased  $93,000 for the three months ending  November  30,2003
compared  to the same period in 2002  mainly due to a  reduction  in  consulting
agreements we implemented to promote  product sales and a reduction in technical
consulting   agreements   totaling  $57,000  and  a  reduction  in  general  and
administrative  expenses  of  $42,000  offset by a small  increase  of $5,000 in
marketing costs.

Liquidity and Capital Resources

     Ozolutions  operations used approximately  $32,000 in cash during the three
months  ended  November 30, 2003.  Cash  required  during the three months ended
November 30, 2003 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 in
January or February 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.

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

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<PAGE>


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
procedures on November 30, 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  November 30,
2003.

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<PAGE>

     Subsequent  to November 30,  2003,  through the date of this filing of Form
10-QSB for the  quarterly  period ended  November  30, 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 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

                                       15

<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:  January 21, 2004                   By: /s/ Max Weissengruber,
                                              Chief Executive Officer



Date:  January 21, 2004                   By: /s/ Douglas Robertson,
                                              Chief Financial Officer

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