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, 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 May  31,  2003,  there  were
33,754,226 shares of common stock outstanding.





<PAGE>


                                   FORM 10-QSB
                                OZOLUTIONS, INC.

                                      INDEX
                                                                            Page

PART I.       Item 1. Financial Information                                   3

              Independent Accountants' Report                                 3

              Balance Sheets at May 31, 2003 (Unaudited)                      4
                and August 31, 2003

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

              Statements of Operations for the Three and Nine Months          6
                Ended May 31, 2003 and 2002 (Unaudited)

              Statements of Cash Flows for the Nine Months Ended              7
                May 31, 2003 and 2002 (Unaudited)

              Notes to Financial Statements                                   9

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

              Item 3. Controls and Procedures                                18

PART II.      Other Information                                              18

              Item 1. Legal Proceedings                                      18

              Item 6. Exhibits and Reports on Form 8-K                       19

Signatures                                                                   20


                                       2

<PAGE>


                                     Part I
                          Item 1. Financial Information


            INDEPENDENT ACCOUNTANTS' REPORT


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

     We have  reviewed the  accompanying  balance  sheet of  Ozolutions  Inc. (A
Delaware  Corporation) as of May 31, 2003, the related  statements of operations
for the three and nine months ended May 31, 2003 and 2002, and the statements of
changes in  stockholders'  equity  (deficit)  and cash flows for the nine months
ended May 31, 2003 and 2002. These financial  statements are the  responsibility
of the Company's management.

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

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

     We have previously audited, in accordance with auditing standards generally
accepted in the United States of America,  the balance sheet of Ozolutions  Inc.
as of August 31, 2002 (presented herein),  and the related statements of changes
in stockholders'  equity  (presented  herein),  operations,  and cash flows (not
presented herein) for the year then ended; and in our report,  dated October 18,
2002, we expressed an unqualified opinion on those financial statements.  In our
opinion,  the  information  set forth in the  accompanying  balance  sheet as of
August 31, 2002, and the related statement of stockholders'  equity for the year
then ended, is fairly stated, in all material respects.  No auditing  procedures
have been performed subsequent to the date of our report.

     The  accompanying   financial   statements  have  been  prepared   assuming
Ozolutions Inc. (A Delaware  Corporation)  will continue as a going concern.  As
discussed in Note G to the financial statements, the Company has incurred losses
that have resulted in an accumulated deficit.  This condition raises substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans regarding this matter are described in Note G. The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


/s/ Rotenberg & Co., LLP

Rotenberg & Co., LLP
Rochester, New York
  July 7, 2003

                                       3

<PAGE>

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

BALANCE SHEETS
--------------------------------------------------------------------------------
                                                               (U.S. Dollars)
                                                        (Unaudited)
                                                          May 31,     August 31,
                                                           2003          2002
--------------------------------------------------------------------------------
ASSETS

Current Assets
Cash and Cash Equivalents                              $       975   $  223,157
Accounts Receivable - Net of Allowance for Doubtful
                      Accounts of $27,416 and $-0-,
                      respectively                         243,271      137,543
Inventory                                                  177,707      167,370
Prepaid Expenses                                                --       98,500
--------------------------------------------------------------------------------
Total Current Assets                                       421,953      626,570

Other Assets
Marketing Rights - Net of Accumulated Amortization              --      200,815
Deposits                                                    70,692       32,532
--------------------------------------------------------------------------------
Total Assets                                           $   492,645   $  859,917
--------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable                                       $    48,130   $    7,117
Deferred Revenue                                             7,437           --
Share Repurchase Commitment                                 81,699           --
Due to Director                                             61,390       14,956
Due to Stockholders                                         31,271        4,811
--------------------------------------------------------------------------------
Total Liabilities                                          229,927       26,884
--------------------------------------------------------------------------------
Stockholders' Equity
Common Stock:  $.001 Par; 50,000,000 Shares Authorized;
               33,754,226 and 33,333,326 Issued and
               Outstanding, respectively                    33,754       33,333
Additional Paid-In Capital                               1,750,396    1,817,516
Accumulated Deficit                                     (1,521,432)  (1,017,816)
--------------------------------------------------------------------------------
Total Stockholders' Equity                                 262,718      833,033
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity             $   492,645   $  859,917
--------------------------------------------------------------------------------

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

                                        4


<PAGE>

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

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                                   (U.S. Dollars)

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

Shares Issued and Stock Options Granted as Consideration
 for Acquisition of Marketing Rights                          25,000            25     237,975           --       238,000
Consulting Services Contributed by
 Officers/Directors/Consultants                                   --            --       6,000           --         6,000
Consulting Services Paid by Shareholders on Behalf of
 the Corporation                                                  --            --     135,000           --       135,000
Shares Issued to Consultants in Exchange for Services        700,000           700      89,300           --        90,000
Shares Issued under Stock Purchase Agreement               5,200,444         5,200     578,504           --       583,704
Stock Options Granted - Compensation for Services
 Rendered                                                         --            --      11,750           --        11,750
Capital Contribution - Interest Expense                           --            --       7,172           --         7,172
Net Loss for the Period (Unaudited)                               --            --          --     (213,411)     (213,411)
---------------------------------------------------------------------------------------------------------------------------
Balance - May 31, 2002 (Unaudited)                        25,724,577        25,724   1,304,197     (844,805)      485,116

Shares Issued to Consultants in Exchange for Services        600,000           600      59,400           --        60,000
Shares Issued under Stock Purchase Agreement               7,008,749         7,009     439,896           --       446,905
Cash Contribution of Capital                                      --            --      13,217           --        13,217
Capital Contribution - Interest Expense                           --            --         806           --           806
Net Loss for the Period (Unaudited)                               --            --          --     (173,011)     (173,011)
---------------------------------------------------------------------------------------------------------------------------
Balance - August 31, 2002                                 33,333,326        33,333   1,817,516    (1,017,816)     833,033

Shares Issued to Consultants in Exchange for Services        300,000           300      14,700           --        15,000
Shares Issued under Former Stock Purchase Agreement          120,900           121        (121)          --            --
Commitment for Purchase of Shares for Cancellation                --            --     (81,699)          --       (81,699)
Net Loss for the Period (Unaudited)                               --            --          --     (503,616)     (503,616)
---------------------------------------------------------------------------------------------------------------------------
Balance - May 31, 2003 (Unaudited)                        33,754,226      $ 33,754  $1,750,396  $(1,521,432)    $ 262,718
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
  The accompanying notes are an integral part of these financial statements.

                                        5


<PAGE>

OZOLUTIONS INC.
(A DELAWARE CORPORATION)
Toronto, Ontario Canada
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------------

                                                      (U.S. Dollars)

                                    Three Months Ended May 31, Nine Months Ended May 31,
                                    -------------------------  -------------------------
                                       2003           2002         2003          2002
----------------------------------------------------------------------------------------
<S>                                 <C>           <C>           <C>         <C>
Revenues, Net                       $     5,199   $   89,574    $  141,749  $    89,574

Cost of Goods Sold                        4,920       62,576        97,563       62,576
----------------------------------------------------------------------------------------
Gross Profit                                279       26,998        44,186       26,998
----------------------------------------------------------------------------------------
Expenses
Bad Debts                                27,416           --        27,416           --
Consulting Fees                          15,825       88,679       112,757      194,589
Marketing, Including Amortization
  of Marketing Rights                    12,040      117,362       136,553      230,216
General and Administrative               11,157       12,910        96,009       45,689
Interest Expense                          4,000        1,852         4,000        7,172
----------------------------------------------------------------------------------------
Total Expenses                           70,438      220,803       376,735      477,666
----------------------------------------------------------------------------------------
Loss Before Other Expenses              (70,159)    (193,805)     (332,549)    (450,668)

Other Expenses
Loss on Impairment of Marketing
  Rights                                     --           --      (171,067)          --
----------------------------------------------------------------------------------------
Loss Before Provision for Taxes         (70,159)    (193,805)     (503,616)    (450,668)

Provision for Taxes                          --           --            --           --
----------------------------------------------------------------------------------------
Loss from Continuing Operations         (70,159)    (193,805)     (503,616)    (450,668)

Extraordinary Items
Gain from Cancellation of Marketing
  Rights Agreement, Net of Income
  Taxes of $-0-                              --       237,257            --      237,257
-----------------------------------------------------------------------------------------
Net (Loss) Income for the Period    $   (70,159)  $    43,452    $ (503,616) $  (213,411)
-----------------------------------------------------------------------------------------
Weighted Average Number of Common
  Shares Outstanding - Basic and
  Diluted                            33,754,226    23,323,873    33,640,971   21,148,867
-----------------------------------------------------------------------------------------
Income (Loss) Per Common Share -
  Basic and Diluted:
  Loss from Continuing Operations   $      0.00   $     (0.01)  $    (0.01)  $     (0.02)
  Extraordinary Items                      0.00          0.01         0.00          0.01
-----------------------------------------------------------------------------------------
Net Income (Loss)                   $      0.00   $      0.00   $    (0.01)  $     (0.01)
-----------------------------------------------------------------------------------------
</TABLE>

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

                                        6


<PAGE>

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

STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
                                                                (U.S. Dollars)
Nine Months Ended May 31,                                     2003         2002
--------------------------------------------------------------------------------
Cash Flows from Operating Activities

Net Loss for the Period                                  $(503,616)   $(213,411)
Non-Cash Adjustments:
Amortization of Marketing Rights                            29,748      101,053
Bad Debts                                                   27,416           --
Compensation Expense on Stock Option Grants                     --       11,750
Consulting Services Paid by Shareholders                        --      135,000
Contributed Services                                            --        6,000
Gain from Cancellation of Marketing Rights Agreement            --     (237,257)
Interest on Director/Stockholder Loans                          --        7,172
Loss on Impairment of Marketing Rights                     171,067           --
Shares Issued to Consultants                                15,000       90,000

Changes in Assets and Liabilities:
Accounts Receivable                                       (133,144)     (92,232)
Other Receivables                                               --       (7,774)
Inventory                                                  (10,337)     (69,150)
Prepaid Expenses                                            98,500      (70,000)
Deposits                                                   (38,160)     (52,392)
Accounts Payable                                            41,013      (36,861)
Deferred Revenue                                             7,437           --
--------------------------------------------------------------------------------
Net Cash Flows from Operating Activities                  (295,076)    (428,102)
--------------------------------------------------------------------------------
Cash Flows from Investing Activities                            --           --
--------------------------------------------------------------------------------
Cash Flows from Financing Activities
Advances from (Repayments to) Director                      46,434      (27,489)
Advances from (Repayments to) Stockholders                  26,460      (76,358)
Proceeds from Stock Purchase Agreement                          --      583,704
--------------------------------------------------------------------------------
Net Cash Flows from Financing Activities                    72,894      479,857
--------------------------------------------------------------------------------
Net Change in Cash and Cash Equivalents                   (222,182)      51,755

Cash and Cash Equivalents - Beginning of Period            223,157           --
--------------------------------------------------------------------------------
Cash and Cash Equivalents - End of Period                $     975    $  51,755
--------------------------------------------------------------------------------

                                                                   - continued -

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

                                        7


<PAGE>

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

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

                                                               (U.S. Dollars)
Nine Months Ended May 31,                                     2003        2002
--------------------------------------------------------------------------------

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

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


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

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

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

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

Write-Off of Marketing Rights - Net of Accumulated        $     --  $ (762,743)
Amortization
Cancellation of Obligation to 1421209 Ontario Limited           --   1,000,000
--------------------------------------------------------------------------------

Gain from Cancellation of Marketing Rights Agreement      $     --  $  237,257
--------------------------------------------------------------------------------

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

                                        8

<PAGE>


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

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

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

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

          Reclassifications
          Certain  amounts  in the prior  year  financial  statements  have been
          classified to conform with the current year presentation.

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 500,0000 common shares at $0.50 per share. The options had
          a one-year term and have been extended for one  additional  year.  The
          contract for the Canada  territory was being amortized over the useful
          life of four years which  represented the contractual term of one year
          plus three automatic renewal extensions of one year each.

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

                                                                   - continued -

                                       9

<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.

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 -


                                       10

<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.  Specdex  Inc.,
          however,  will  provide  consulting  services  on a fee  basis  to the
          Company to assist the  Company in the  effective  distribution  of its
          water  treatment  products.  The terms of the ESE  acquisition  remain
          unchanged.


                                       11

<PAGE>


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


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


Note F -  Related Party Transactions
          In May 2003, the Company recognized  individual sales to a stockholder
          and to a  director  in the  amount  of  $1,600  each.  The  applicable
          outstanding  receivable balance of $3,424 at May 31, 2003 includes the
          sales price and the GST amount of $224 to be collected.

Note G -  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 $503,616 for the nine
          months  ended  May 31,  2003.  As a  result,  there is an  accumulated
          deficit of $1,521,432 at May 31, 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 H -  Recently Issued Accounting Standards
          In December  2002,  the Financial  Accounting  Standards  Board issued
          Statement of Financial  Accounting  Standard No. 148,  "Accounting for
          Stock-Based Compensation - Transition and Disclosure - an amendment of
          FASB  Statement  No. 123" (SFAS 148).  SFAS 148  provides  alternative
          methods of transition  for a voluntary  change to the fair value based
          method  of  accounting  for  stock-based  employee  compensation.   In
          addition,   this  Statement  amends  the  disclosure  requirements  of
          Statement  123 to require  prominent  disclosures  in both  annual and
          interim  financial  statements  about  the  method of  accounting  for
          stock-based employee compensation and the effect of the method used on
          reported results.  SFAS 148 is effective for fiscal years ending after
          December  15,  2002 and for  financial  reports  containing  financial
          statements for interim periods beginning after December 15, 2002.

          The Company has adopted SFAS 148 and has determined that it has had no
          impact on the  financial  position and results of  operations  for the
          period ended May 31, 2003.

Note I -  Subsequent Events
          During July 2003,  the Company  obtained a commitment  for a long-term
          financing  agreement for $5,000,000 with U.S. Capital Financing,  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 was required to pay a $50,000
          commitment fee, $40,000 of which was paid by May 31, 2003. The Company
          is also  required  to pay a  $250,000  annual  consulting  fee to U.S.
          Capital Financing,  Inc. for ten years with an automatic  reduction to
          $125,000  annually  if  the  option  to  return  4,000,000  shares  is
          exercised  after five years.  It is expected  that the Company will be
          able to make its first drawdown of funds in July 2003.


                                       12

<PAGE>


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

General

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

Ozone Technology

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

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

     In  August  2002,  the  President  of  Hankin  made a number  of  technical
presentations  on our behalf to public and private  water  authorities  in Costa
Rica  resulting  in several  large  dollar  ozone based water  treatment  system
proposals,  which are currently under  consideration and may result in orders in
2003.  The  customer is required  to secure the  project  financing.  Once done,
Ozolutions  will  receive  adequate  funds to provide  Hankin  with the  working
capital  to design  and build the  necessary  equipment  and  provide  technical
supervision over installation and testing on site.

Water-activated Technology

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

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

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

     In December 2002, the agreement with ELCE for the Canadian marketing rights
was verbally  amended to waive the  purchase of any units from  December 1, 2002
through February 28, 2003.  Beginning March 1, 2003,  Ozolutions would have been
required to purchase 105 units every three months.

                                       13

<PAGE>

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

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

     Through our Canadian West Coast agent,  ELCE test units are being installed
for use in  connection  with certain fish  industry  operations,  self brew wine
operations and radiant heating  systems.  In addition,  tests are being designed
for ELCE use in flower growing with roses, daffodils and irises.

     In Ontario,  an ELCE test unit has been installed in a dairy farm operation
where we expect to improve  milk  production  and  several  home units have been
installed where we expect to reduce circulatory  problems.  We have been working
very closely  with several  Ontario  mechanical  contractors  who have their own
significant  client base and the  technical  expertise to select and install the
appropriate  ELCE  equipment and provide  ongoing  monitoring  of the system.  A
similar arrangement is being pursued with a west coast mechanical contractor who
will be testing  both boiler and  cooling/refrigeration  applications.  ELCE has
conducted extensive tests using water activation with evaporative condensers and
have  demonstrated  significant  energy  savings due to ELCE's ability to remove
scale buildup which can radically decrease operating efficiency while increasing
energy consumption.

Proposed Acquisition

     On May 22, 2002, Ozolutions signed a letter of intent to acquire the assets
of Electrical  Systems  Engineering  ("ESE").  As proposed,  Ozolutions will pay
approximately  $1,500,000  in cash to acquire the assets of ESE.  Completion  of
these  transactions  is  subject  to  a  number  of  contingencies,   including,
completion  of due  diligence  review of the parties  involved,  negotiation  of
definitive  agreements  between  the  parties and  arranging  for the  financing
required to pay the  consideration  for the companies and assets to be acquired.
Ozolutions  is in the  process of  obtaining  the  financing  necessary  for the
acquisition  as  discussed  below.  Should we be unable to obtain  the  required
financing,  we may be forced to abandon  the  letter of intent and the  proposed
acquisition.

     The May 2002 letter of intent also contemplated the acquisition of Specdex,
Inc.,  which,  as a subsidiary of Ozolutions,  would be responsible for managing
the ESE business.  In May 2003  Ozolutions and Specdex Inc.  mutually  agreed to
abandon the  intended  purchase of Specdex  Inc. We expect  Specdex  Inc.,  will
provide  consulting  services on a fee basis to  Ozolutions  to assist us in the
effective  distribution  of our water treatment  products.  The terms of the ESE
acquisition remain unchanged.

Results of  Operations  for the three months ended May 31, 2003  compared to May
31, 2002.

     Revenues  for the three months  ended May 31,  2003,  decreased  $84,000 to
$5,000 from $89,000 for the prior  period.  The decrease is due to the length of
time required to complete the various tests that are required to effect sales of
ELCE products.  We have determined that our customers need to have evidence that
ELCE works in the countries  where we are marketing ELCE products.  Once proven,

                                       14

<PAGE>

we believe we will be able to use the evidence from these tests to make sales to
similar  industries  or  customers  who have the  same  kind of water  treatment
problems. To date, all sales were generated from the sale of ELCE products.

     Gross  profit  for the three  months  ended May 31,  2003 was $279 or 5% of
sales compared to $26,998 or 30% of sales for the prior period.  The decrease in
gross  profit as a  percentage  of sales from  previous  quarters was due to the
purchase of supplies,  which are expensed immediately rather then capitalized as
inventory.

     Expenses  for the three  months  ended May 31, 2003  decreased  $150,000 to
$71,000 from $221,000 for the three months ended May 31, 2002. This decrease was
due to a decrease in amortization of marketing rights of $65,000 attributable to
the  write  off of the  Hankin  Marketing  rights  in  April  2002  and the ELCE
marketing rights in February 2003, which resulted in no additional  amortization
being  required.  In  addition,  marketing  expense  and  consulting  fees  have
decreased  $40,000 and $73,000,  respectively due to the higher expenses in 2002
related to the launch of the ELCE  products.  This was offset by an  increase in
bad debt  expense of $27,000  related to  recording  an  allowance  for doubtful
accounts in the third quarter of 2003.

     The net loss from continuing  operations for the three months ended May 31,
2003  decreased by $124,000 to $70,000 from  $194,000 for the three months ended
May 31, 2002 due to the factors discussed above.

     During  the three  months  ended May 31,  2002,  an  extraordinary  gain of
$237,000  was recorded  related to the  cancellation  of the original  marketing
rights agreement with 1421209 Ontario Limited for the Hankin products.

      The net loss for the three months ended May 31, 2003 was $70,000 compared
to net income of $43,000 for the three months ended May 31, 2002 due to the
factors discussed above.

Results of Operations for the nine months ended May 31, 2003 compared to May 31,
2002.

     Revenues  for the nine  months  ended May 31,  2003,  increased  $53,000 to
$142,000  from  $89,000 for the prior  period.  The increase is due to the first
sales being  generated in the third quarter of fiscal year 2002.  All sales were
generated from the sale of ELCE products.

     Gross  profit for the nine months  ended May 31, 2003 was $44,186 or 31% of
sales compared to $26,998 or 30% of sales for the prior period.

     Expenses  for the nine  months  ended May 31,  2003  decreased  $101,000 to
$377,000 from $478,000 for the nine months ended May 31, 2002. This decrease was
due to a decrease in amortization of marketing  rights of $127,000  attributable
to the  write off of the  Hankin  Marketing  rights  in April  2002 and the ELCE
marketing rights in February 2003, which resulted in no additional  amortization
being required.  In addition,  consulting fees have decreased $82,000 due to the
higher  expenses in 2002  related to the launch of the ELCE  products.  This was
offset by an increase in bad debt  expense of $27,000  related to  recording  an
allowance  for doubtful  accounts in the third  quarter of 2003,  an increase in
marketing  related to the Hankin  products of $33,000 and an increase in general
and administrative  expenses of $50,000 due to an increase in legal fees related
to a pending lawsuit and arbitration.

     Other  expenses  for the nine months  ended May 31, 2003 were  $171,000 and
represented  the  write  off of the  ELCE  marketing  rights  due to the loss of
exclusive rights as of February 28, 2003.

                                       15

<PAGE>

     The net loss from  continuing  operations for the nine months ended May 31,
2003  increased by $53,000 to $504,000  from  $451,000 for the nine months ended
May 31, 2002 due to the factors discussed above.

     During  the nine  months  ended  May 31,  2002,  an  extraordinary  gain of
$237,000  was recorded  related to the  cancellation  of the original  marketing
rights agreement with 1421209 Ontario Limited for the Hankin products.

     The net loss for the nine months  ended May 31, 2003  increased by $291,000
to $504,000  from  $213,000  for the nine  months  ended May 31, 2002 due to the
factors discussed above.

Liquidity and Capital Resources

     During  July  2003,  Ozolutions  obtained  a  commitment  for  a  long-term
financing  agreement  for  $5,000,000  with U.S.  Capital  Financing,  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
Ozolutions'  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.
Ozolutions was required to pay a $50,000  commitment  fee,  $40,000 of which was
paid by May 31,  2003.  Ozolutions  is also  required  to pay a $250,000  annual
consulting fee to U.S. Capital  Financing,  Inc. for ten years with an automatic
reduction  to  $125,000  annually  if the option to return  4,000,000  shares is
exercised  after five years. It is expected that Ozolutions will be able to make
its first drawdown of funds in July 2003.

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

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

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

     *    production of printed sales and marketing materials;

     *    advertising, promotion and trade show participation;

     *    travel  expenses   associated  with  advancing  current  and  proposed
          projects in the Caribbean Zone and Latin America and

     *    travel  expenses   associated  with  establishing  a  Canadian  dealer
          network.

                                       16

<PAGE>

     The  remaining  $175,000 is the estimated  cost of clerical and  management
staff, professional fees and facilities' costs required to operate over the next
year based on our present situation.

     Currently,  Ozolutions has $243,000 in net accounts receivable and $178,000
in  inventory.  Management  believes that these  resources,  together with funds
generated  internally  from product sales and successful  completion of the long
term financing will be sufficient to fund operations for the next twelve months.

     Upon successful  completion of the long term financing  described above, we
will be able to expand our  marketing  and sales  activities  as well as add the
additional resources required for general and administrative support. There will
be increases in these expense areas of  approximately  $125,000 per year,  which
can be  sustained  once  the  financing  has been  obtained.  In  addition,  the
financing  will allow us the ability to expand our current  business and explore
acquisitions of water related distribution companies.

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 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.

                                       17

<PAGE>

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,  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 May 31, 2003.

     Subsequent to May 31, 2003,  through the date of this filing of Form 10-QSB
for the  quarterly  period  ended May 31, 2003,  there have been no  significant
changes  in  Ozolutions'  internal  controls  or in  other  factors  that  could
significantly affect these controls,  including any significant  deficiencies or
material weaknesses of internal controls that would require corrective action.

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     On June 5, 2002, Ozolutions entered into advisory agreements with the firms
of David  Michael,  LLC,  and Feng Shui  Consulting,  Inc.  The  purpose  of the
advisory  agreements  was to assist  Ozolutions  in  effecting  the  purchase of
businesses and assets relative to its business and growth strategy,  acquisition
of other operations or businesses,  general  business and financial  consulting,
and the introduction of Ozolutions to public relations firms and consultants and
others that may assist  Ozolutions in its plans.  For the services  described in
their respective  agreements,  the advisors were to receive shares of Ozolutions
common stock on the following schedule:  June 5, 2002 - 400,000 shares; November
5, 2002 - 200,000  shares;  December 5, 2002 - 200,000  shares;  March 5, 2002 -
150,000 shares. Pursuant to this schedule, 400,000 shares were issued to each of
the consulting  firms.  The agreements  were cancelled by Ozolutions on November
26, 2002,  and  subsequently  efforts were made to  renegotiate  the  agreements
without  success.  In June 2002,  David Michael,  LLC, and Feng Shui Consulting,
Inc.,  filed a suit in Federal  District  Court,  District of Utah,  case number
2:02CV-0538  ST, against  Ozolutions for breach of contract for failure to issue
additional  shares of common  stock under the  agreements.  Ozolutions  filed an
answer,  counter  claims,  and third party  complaint  denying  the  substantive
allegations  of the  complaint  and  asserting  breach of contract  and fraud in
connection  with  the  transaction.  The  parties  are now  pursuing  discovery.
Management  believes the suit is without merit and intends to vigorously  defend
its  position.  Management  does not believe the range of loss,  if any,  can be
reasonably estimated at this time.

     On January 11, 2002,  Ozolutions  entered into a financial  consulting  and
investment  banking  agreement with Chapman,  Spira & Carson LLC. The purpose of
the  agreement  was to assist  Ozolutions  with general  business and  financial
consulting  and  obtain  equity  and debt  financing  up to $2  million on terms
agreeable  to  Ozolutions.  Ozolutions  believes  that  under  the  terms of the
agreement it was obligated to pay a  non-refundable  retainer fee of $25,000 and
issue 200,000  shares of  Ozolutions  common stock on the receipt of the initial
financing proceeds.  In addition,  Ozolutions would then become obligated to pay
$5,000 per month for  consulting  and service fees for the subsequent 24 months.
Finally,  the agreement provides that Ozolutions would pay a commission of 7 1/2
percent on any subsequent financing arrangements and would be obligated to issue
an additional 1,000,000 shares of Ozolutions common stock upon completion of the
full $2 million financing. As of May 31, 2002, Ozolutions had paid $3,000 of the
$25,000  retainer fee in advance.  In May 2002,  Chapman,  Spira & Carson made a
claim that  $30,000 was then due under the  agreement,  even though no funds had
been raised for Ozolutions.  In June 2002, Chapman, Spira & Carson made a demand
for arbitration through the American Arbitration  Association as provided in the
agreement  claiming  $50,000 in fees,  plus nine percent  interest,  and 200,000
shares of Ozolutions  common stock. In November 2002 an arbitration  hearing was
held on the matter.  The arbitrator  requested both parties  prepare  additional

                                       18

<PAGE>

information, which was submitted to the arbitrator in December 2002. In February
2003, the arbitrator  returned a decision  against  Chapman,  Spira & Carson and
awarded the Ozolutions  approximately  $22,000. The amount has not been recorded
in the accompanying  financial  statements,  as Ozolutions is uncertain that the
payment will be made.

Item 6.  Exhibits and Reports on Form 8-K

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

Reports on Form 8-K:  None

                                       19

<PAGE>


                                   SIGNATURES

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

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

                                          OZOLUTIONS, INC.



Date: July 15, 2003                       By: /s/ Max Weissengruber,
                                              Chief Executive Officer



Date: July 15, 2003                       By: /s/ Douglas Robertson,
                                              Chief Financial Officer

                                       20

<PAGE>


                                  CERTIFICATION

I, Max Weissengruber, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: July 15, 2003                       By: /s/ Max Weissengruber,
                                              Chief Executive Officer

                                       21

<PAGE>


                                  CERTIFICATION

I, Douglas Robertson, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: July 15, 2003                       By: /s/ Douglas Robertson,
                                              Chief Financial Officer

                                       22