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 May 31, 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 May 31, 2004 there were 34,329,226
shares of common stock outstanding.

<PAGE>

                                   FORM 10-QSB
                                OZOLUTIONS, INC.

                                      INDEX
                                                                         Page

PART I.    Item 1. Financial Information                                   3

           Balance Sheets at May 31,2004 (Unaudited)                       3
             and August 31, 2003

           Statements of Operations for the Nine Months                    4
             Ended May 31, 2004 and May 31, 2003 (Unaudited)

           Statements of Operations for the Three Months                   5
             Ended May 31, 2004 and May 31, 2003 (Unaudited)

           Statements of Cash Flows for the Nine Months Ended              6
             May 31, 2004 and May 31, 2003 (Unaudited)

           Notes to Financial Statements (Unaudited)                       7

           Item 2. Management's Discussion and Analysis or
                   Plan of Operation                                      11

           Item 3. Controls and Procedures                                15

PART II.   Other Information                                              16

           Item 2. Changes in Securities and Use of Proceeds              16

           Item 6. Exhibits and Reports on Form 8-K                       16

Signatures                                                                17


Notice Regarding Financial Statements:

The Company does not have the financial resources to pay its independent
accountants to conduct a review of the financial statements included in this
report. The Company intends to have such a review conducted as soon as its
finances allow. In the event a subsequent review indicates a meaningful change
should be made in the financial statements presented, the Company will file an
amendment to this report with revised financial statements.

                                       2
<PAGE>

                                     Part I
                          Item 1. Financial Information

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

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

                                                    (Unaudited)
                                                      May 31,    August 31,
                                                        2004        2003
-----------------------------------------------------------------------------
ASSETS

Current Assets
Cash and Cash Equivalents                           $       543  $       127
Accounts Receivable - Net of Allowance
  for Doubtful Accounts                                 111,268      195,760
Inventory                                               182,363      182,363
Prepaid Expenses                                         42,278       50,000
-----------------------------------------------------------------------------
   Total Current Assets                                 336,452      428,250

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

Total Assets                                        $   363,744  $   455,542
-----------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current Liabilities
Accounts Payable                                    $   127,317  $    66,658
Deferred Revenue                                          7,037        7,037
Share Repurchase Commitment                              81,699       81,699
Due to Director                                         131,814       82,298
Due to Stockholders                                      99,182       56,501
-----------------------------------------------------------------------------
   Total Current Liabilities                            447,049      294,193
-----------------------------------------------------------------------------

Stockholders' (Deficit) Equity
Common Stock:  $.001 Par; 50,000,000 Shares
  Authorized; 34,329,226 and 33,754,226 Issued and
  Outstanding, Respectively                              34,329       33,754
Additional Paid In Capital                            1,784,054    1,752,975
Accumulated Deficit                                  (1,901,688)  (1,625,380)
-----------------------------------------------------------------------------
Total Stockholders' (Deficit) Equity                    (83,305)     161,349
-----------------------------------------------------------------------------

Total Liabilities and Stockholders' (Deficit)
  Equity                                            $   363,744  $   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)
Nine Months Ended May 31                               2004          2003
-----------------------------------------------------------------------------

Revenues, Net                                       $      -     $   141,749

Cost of Goods Sold                                         -          97,563
-----------------------------------------------------------------------------

Gross Profit                                               -          44,186
-----------------------------------------------------------------------------

Expenses
Bad Debts                                               80,000        27,416
Consulting Fees                                         73,800       112,757
Marketing including amortization of
  Marketing Rights                                      49,420       136,553
General and Administrative                              66,134        96,009
Interest Expense                                         6,954         4,000
-----------------------------------------------------------------------------

Total Expenses                                         276,308       376,735
-----------------------------------------------------------------------------

Loss Before Other Expenses                            (276,308)     (332,549)

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

Loss Before Provision For Taxes                       (276,308)     (503,616)

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

Net Loss For The Period                             $ (276,308)   $ (503,616)
-----------------------------------------------------------------------------

Weighted Average Number of Common Shares
Outstanding-Basic and Diluted                        34,329,226   33,640,971

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

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)
Three Months Ended May 31                              2004          2003
-----------------------------------------------------------------------------

Revenues, Net                                       $      -    $    5,199

Cost of Goods Sold                                         -         4,920
-----------------------------------------------------------------------------

Gross Profit                                               -           279
-----------------------------------------------------------------------------

Expenses
Bad Debts                                                  -        27,416
Consulting Fees                                         24,600      15,825
Marketing, Including Amortization of Marketing
  Rights                                                10,625      12,040
General and Administrative                              16,226      11,157
Interest Expense                                         2,310       4,000
-----------------------------------------------------------------------------

Total Expenses                                          53,761      70,438
-----------------------------------------------------------------------------

Loss Before Other Expenses                             (53,761)    (70,159)

Other Expenses
Loss on impairment of marketing rights                     -           -
-----------------------------------------------------------------------------

Loss Before Provision For Taxes                        (53,761)    (70,159)

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

Net Loss for the Period                             $  (53,761) $  (70,159)
-----------------------------------------------------------------------------

Weighted Average Number of Common Shares
  Outstanding - Basic and Diluted                   34,329,226    33,754,226

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

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

                                       5
<PAGE>

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

                            STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------
                                                         (U.S. Dollars)
                                                    (Unaudited) (Unaudited)
Nine Months Ended May 31,                               2004          2003
-----------------------------------------------------------------------------

Cash Flows from Operating Activities
Net Loss for the Period                             $ (276,308)  $  (503,616)

Non-Cash Adjustments:
Amortization of Marketing Rights                        15,000        29,748
Bad Debts                                               80,000        27,416
Interest on Director/Stockholder Loans                   6,954           -
Shares Issued to Consultants                             2,500        15,000
Loss on impairment of marketing rights                     -         171,067

Changes in Assets and Liabilities:
Accounts Receivable                                      4,492      (133,144)
Inventory                                                  -         (10,337)
Prepaid Expenses and deposits                            7,722        60,340
Accounts Payable                                        60,659        41,013
Deferred Revenue                                           -           7,437
-----------------------------------------------------------------------------
Net Cash Flows from Operating Activities               (98,981)     (295,076)
-----------------------------------------------------------------------------

Cash Flows from Financing Activities
Common Shares Issued For Cash                            7,200           -
Advances from (Repayments to) Director                  49,516        46,434
Advances from (Repayment to) Stockholders               42,681        26,460
-----------------------------------------------------------------------------
Net Cash Flows from Financing Activities                99,397        72,894
-----------------------------------------------------------------------------

Net Change in Cash and Cash Equivalents                    416      (222,182)
Cash and Cash Equivalents - Beginning of Period            127       223,157
-----------------------------------------------------------------------------
Cash and Cash Equivalents - End of Period           $      543   $       975
-----------------------------------------------------------------------------

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

Non-Cash Investing And Financing Activities
Purchase of Shares for Cancellation                 $      -     $    81,699
Acquisition of Marketing Rights/Investor
  Relations Cost                                        17,500   $       -
Purchase Price Paid via Issuance of Common Stock       (17,500)          -
-----------------------------------------------------------------------------
Total Cash Paid for Marketing Rights                $      -     $       -
-----------------------------------------------------------------------------

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

                                       6
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS-MAY 31,2004
-----------------------------------------------------------------------------

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.

                                       7
<PAGE>

         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 nine months ended May
31,2004.

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.

                                       8
<PAGE>

         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 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.

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 $276,308 for the nine months ended May 31,2004. As a
result, there is an accumulated deficit of $1,902,688 at May 31,2004.

         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.

                                       9
<PAGE>

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.

                                       10
<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 ultra violet, ozone and water activator technology.
The markets we are primarily targeting are Canada, Mexico and the Caribbean
zone, including Panama, Costa Rica 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 made deposits 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 Peru. 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 expired 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
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.

                                       11
<PAGE>

         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 flowers. 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. In the fall of 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 the ELCE water treatment technology.

         During 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 in 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 negotiated
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.

         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.

                                       12
<PAGE>

         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 $ 40,000 commitment fee to secure the
                  financing which is expected to be concluded in the fourth
                  quarter of 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 nine months ended May 31, 2004 compared to May 31,
2003.

         For the nine months ended May 31, 2004 the Company had no sales
compared to $142,000 for the nine months ending May 31, 2003.Cost of goods sold
was $ 98,000 for the nine months ending May 31, 2003.Gross profit was $44,000
or30.1% of sales for the nine months ended May31, 2003.

         The net loss for the nine months ended May 31,2004 was $276,000
compared to a net loss of $504,000 for the nine months ended May 31,
2003.Expenses for the nine months to May 31,2004 decreased $100,000 due to a
$39,000 reduction in consulting fees, an $87,000 reduction in marketing costs
the majority of which was marketing rights amortization and a $27,000 reduction
in General and Administrative expenses offset by an increase in provision for
doubtful accounts of $53,000.

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<PAGE>

         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 $99,000 in cash during the
nine months ended May 31,2004.Cash required during the nine months ended May 31,
2004 came principally from Director and shareholder advances and the sale of
250,000 restricted common shares for $7,200 cash.

         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 present 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. Both parties have agreed to settle the
dispute with Ozolutions agreeing to pay $5,000 to regain 800,000 Ozolutions
shares which will be returned to Treasury for cancellation. The company
anticipates that this matter will be concluded in July, 2004 with both parties
agreeing to pay their own related costs and all other claims relinquished.

         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:

         o        production of printed sales and marketing materials;

         o        advertising, promotion and trade show participation;

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

         o        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.

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.

                                       14
<PAGE>

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

         Ozolutions 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 May 31, 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 May 31, 2004.

         Subsequent to May 31,2004, through the date of this filing of Form
10-QSB for the six months ended May 31, 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.

                                       15
<PAGE>

                           PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

         In May 2004 the Company issued 250,000 restricted common shares for
cash proceeds of $7,200 and 75,000 restricted common shares to pay for the
server costs on an email marketing send out. 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

                                       16
<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:  July 20, 2004                                 By: /s/ Max Weissengruber,
                                                        Chief Executive Officer



Date:  July 20, 2004                                 By: /s/ Douglas Robertson,
                                                        Chief Financial Officer

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