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

                                   FORM 10-QSB


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

     For the quarterly period ended February 28, 2002

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

     For the transition period from        to

                           Commission File No. 0-31343

                                 OZOLUTIONS INC.
       (Exact name of small business issuer as specified in its charter)

                Delaware                               98-0229321
    (State or Other Jurisdiction of                   (IRS Employer
     Incorporation or Organization)                Identification No.)

       30 Denver Crescent, Suite 200, Toronto, Ontario, Canada M2J 1G8
                   (Address of principal executive offices)

                                 (416) 490-0254
                           (Issuer's telephone number)

                                 Not Applicable
     (Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes  [ X ]   No [  ]

APPLICABLE  ONLY TO ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING THE
PRECEDING FIVE YEARS:

Check whether the registrant  has filed all documents and reports  required to
be filed by Sections 12, 13, or 15(d) of the Exchange  Act  subsequent  to the
distribution  of  securities  under  a  plan  confirmed  by a  court.  Yes [ ]
No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At February 28, 2002, there were
21,092,783 shares of common stock outstanding.





<PAGE>



                                   FORM 10-QSB
                               OZOLUTIONS, INC.

                                      INDEX
                                                                            Page

PART I.       Item 1. Financial Information                                    3

              Independent Accountants' Report                                  3

              Balance Sheets at February 28, 2002 (Unaudited)                  4
                and August 31, 2001

              Statements of Changes in Stockholders' Deficit 5 for the         5
                Six Months Ended February 28, 2002 and 2001 and for the
                Period from Date of Inception (January  10,  1996)
                through  February 28, 2002 (Unaudited)

              Statements of Operations for the Three Ended                     7
                February 28, 2002 and 2001 and for the Period from
                Date of Inception (January 10, 1996) through
                February 28, 2002 (Unaudited)

              Statements of Operations for the Six Months                      8
                Ended February 28, 2002 and 2001 (Unaudited)

              Statements of Cash Flows for the Six Months Ended                9
                February 28, 2002 and 2001 and for the Period from
                Date of Inception (January 10, 1996) through
                February 28, 2002 (Unaudited)

              Notes to Financial Statements                                   11

              Item 2. Management's Discussion and Analysis or                 15
              Plan of Operation

PART II.      Other Information                                               17

Signatures                                                                    18


                                       2

<PAGE>


                                     Part I
                          Item 1. Financial Information



            INDEPENDENT ACCOUNTANT'S REPORT

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

     We have  reviewed the  accompanying  balance  sheet of  Ozolutions  Inc. (A
Development Stage Company) (A Delaware Corporation) as of February 28, 2002, the
related  statements of operations and changes in  stockholders'  deficit for the
three months and six months ended  February 28, 2002 and 2001 and for the period
from date of inception  (January 10, 1996)  through  February 28, 2002,  and the
statements of cash flows for the six months ended February 28, 2002 and 2001 and
for the period from date of inception  (January 10, 1996)  through  February 28,
2002.  All   information   included  in  these   financial   statements  is  the
responsibility of the management of Ozolutions Inc.

     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 reviews,  we are not aware of any material  modifications that
should be made to the accompanying  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 (presented  herein)
of  Ozolutions  Inc.  as of August  31,  2001,  and the  related  statements  of
operations,  changes in stockholders'  deficit, and cash flows for the year then
ended (not  presented  herein);  and in our report dated  October 26,  2001,  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,
2001 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  Development  Stage Company) (A Delaware  Corporation)  will
continue as a going concern.  As more fully described in Note E, the Company has
incurred losses that have resulted in a retained deficit.  This condition raises
substantial  doubt about the Company's  ability to continue as a going  concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.


/s/ Rotenberg & Co., LLP


Rotenberg & Co., LLP
Rochester, New York
  April 5, 2002

                                       3
<PAGE>


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

BALANCE SHEETS
================================================================================
<TABLE>

                                                                  (U.S. Dollars)

<S>                                                       <C>             <C>
                                                           (Unaudited)
                                                          February 28,    August 31,
                                                              2002           2001
-------------------------------------------------------------------------------------

ASSETS

Current Assets
Cash and Cash Equivalents                                  $    62,891     $      --

Other Assets
Prepaid Expenses                                                93,450            --
Marketing Rights - Net of Accumulated Amortization             993,306       841,485
Deposits                                                        56,292        56,292
-------------------------------------------------------------------------------------

Total Assets                                               $ 1,205,939     $ 897,777
=====================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable                                           $    14,685     $  40,711
Deferred Revenue                                                34,000        34,000
Due to 1421209 Ontario Limited - Due Within One Year         1,000,000     1,000,000
Due to Director                                                 70,902        72,317
Due to Stockholders                                             94,416       123,848
-------------------------------------------------------------------------------------

Total Liabilities                                            1,214,003     1,270,876
-------------------------------------------------------------------------------------

Stockholders' Deficit
Common Stock:     $.001 Par; 50,000,000 Shares Authorized;
                  21,092,783 and 19,799,133 Issued and          21,093        19,799
                  Outstanding as of February 28, 2002 and
                  August 31, 2001, Respectively
Additional Paid-In Capital                                     859,100       238,496
Deficit Accumulated During Development Stage                  (888,257)     (631,394)
-------------------------------------------------------------------------------------
Total Stockholders' Deficit                                     (8,064)     (373,099)
-------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                $ 1,205,939     $ 897,777
=====================================================================================
</TABLE>

   The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report


                                       4
<PAGE>


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

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE SIX MONTHS ENDED FEBRUARY
  28, 2002 AND 2001 AND FOR THE PERIOD FROM DATE OF INCEPTION (JANUARY 10, 1996)
  THROUGH FEBRUARY 28, 2002 (UNAUDITED)
================================================================================
<TABLE>

                                                                                           (U.S. Dollars)
<S>                                                                   <C>       <C>       <C>       <C>          <C>
                                                                                                      Deficit
                                                                                                    Accumulated
                                                                                          Additional  During         Total
                                                                       Number     Common   Paid-In  Development  Stockholders'
                                                                      of Shares    Stock   Capital     Stage        Deficit
-------------------------------------------------------------------------------------------------------------------------------
Balance - January 10, 1996                                                   --  $    --   $    --    $      --      $      --

Common Stock Issued in Exchange for Expenses Paid by Shareholders     10,999,133  10,999        --           --         10,999
Common Stock Issued as Partial Consideration for Acquisition of
  Marketing Rights                                                     8,000,000   8,000        --           --          8,000
Cash Contribution of Capital                                                 --       --    17,217           --         17,217
Territory Fee Paid by Shareholder on Behalf of the Corporation               --       --    10,000           --         10,000
Consulting Services Contributed by Officers/Directors                        --       --     6,000           --          6,000
Net Loss for the Period                                                      --       --        --      (88,975)       (88,975)
-------------------------------------------------------------------------------------------------------------------------------
Balance - August 31, 2000                                             18,999,133  18,999    33,217      (88,975)       (36,759)

Consulting Services Contributed by Officers/Directors                        --       --    24,000           --         24,000
Net Loss for the Period                                                      --       --        --     (193,270)      (193,270)
-------------------------------------------------------------------------------------------------------------------------------
Balance - February 28, 2001 (Unaudited)                               18,999,133 $18,999   $57,217    $(282,245)     $(206,029)
==================================================================================================================================
</TABLE>

                                                                   -continued-

   The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report




                                       5
<PAGE>


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

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE SIX MONTHS ENDED FEBRUARY
  28, 2002 AND 2001 AND FOR THE PERIOD FROM DATE OF INCEPTION (JANUARY 10, 1996)
  THROUGH FEBRUARY 28, 2002 (UNAUDITED) - continued
================================================================================
<TABLE>
                                                                                       (U.S. Dollars)
<S>                                                                 <C>         <C>    <C>       <C>          <C>
                                                                                                   Deficit
                                                                                                 Accumulated
                                                                                       Additional  During        Total
                                                                       Number   Common   Paid-In Development  Stockholders'
                                                                    of Shares    Stock   Capital    Stage       Deficit
---------------------------------------------------------------------------------------------------------------------------

Balance - February 28, 2001 (Unaudited)                            18,999,133   $18,999  $57,217  $ (282,245)  $  (206,029)

Consulting Services Contributed by Officers/Directors/Consultants          --       --    18,000          --        18,000
Shares Issued to Advisors in Exchange for Services                    800,000      800   127,200          --       128,000
Stock Options Granted - Compensation for Services Rendered                 --       --    20,429          --        20,429
Capital Contribution - Interest Expense                                    --       --    15,650          --        15,650
Net Loss for the Period                                                    --       --        --    (349,149)     (349,149)
---------------------------------------------------------------------------------------------------------------------------

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 Corporation          --       --   135,000          --       135,000
Shares Issued under Stock Purchase Agreement                        1,268,650    1,269   224,559          --       225,828
Stock Options Granted - Compensation for Services Rendered                 --       --    11,750          --        11,750
Capital Contribution - Interest Expense                                    --       --     5,320          --         5,320
Net Loss for the Period                                                    --       --        --    (256,863)     (256,863)
---------------------------------------------------------------------------------------------------------------------------

Balance - February 28, 2002 (Unaudited)                            21,092,783 $ 21,093 $ 859,100  $ (888,257)  $    (8,064)
===========================================================================================================================
</TABLE>

   The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report





                                       6
<PAGE>


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

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

<TABLE>
                                                                  (U.S. Dollars)
<S>                                                <C>           <C>        <C>
                                                   Period from
                                                     Date of
                                                    Inception      Three Months Ended
                                                   (January 10,       February 28,
                                                      1996)      -----------------------
                                                     Through
                                                   February 28,
                                                       2002      (Unaudited)(Unaudited)
                                                   (Unaudited)      2002       2001
----------------------------------------------------------------------------------------

Revenues                                                 $   --     $   --      $    --
----------------------------------------------------------------------------------------

Expenses
Amortization of Marketing Rights                        269,911     46,808       39,372
Consulting Fees                                         375,888     89,130       34,500
Organization Costs                                       11,049         --           --
Territory Fee                                            15,333         --           --
General and Administrative                              195,106     45,608       23,633
Interest Expense                                         20,970      2,428           --
----------------------------------------------------------------------------------------

Total Expenses                                          888,257    183,974       97,505
----------------------------------------------------------------------------------------

Loss Before Provision for Taxes                        (888,257)  (183,974)     (97,505)

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

Net Loss for the Period                             $  (888,257) $(183,974)  $  (97,505)

========================================================================================

Weighted Average Number of Common Shares
  Outstanding - Basic and Diluted                    13,317,091  20,238,231  18,999,133

Loss per Common Share - Basic and Diluted            $    (0.07)  $   (0.01)  $   (0.01)
========================================================================================
</TABLE>

   The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report







                                       7
<PAGE>


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

STATEMENTS OF OPERATIONS
================================================================================
<TABLE>
                                                                  (U.S. Dollars)
<S>                                                        <C>           <C>
                                                                Six Months Ended
                                                                    February 28,
                                                         -----------------------------
                                                           (Unaudited)   (Unaudited)
                                                              2002           2001
--------------------------------------------------------------------------------------

Revenues                                                         $   --       $    --
--------------------------------------------------------------------------------------

Expenses
Amortization of Marketing Rights                                 86,179        78,743
Consulting Fees                                                 109,888        69,000
Organization Costs                                                   --            --
Territory Fee                                                     5,333            --
General and Administrative                                       50,143        45,527
Interest Expense                                                  5,320            --
--------------------------------------------------------------------------------------

Total Expenses                                                  256,863       193,270
--------------------------------------------------------------------------------------

Loss Before Provision for Taxes                                (256,863)     (193,270)

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

Net Loss for the Period                                     $  (256,863)   $ (193,270)
======================================================================================

Weighted Average Number of Common Shares
  Outstanding - Basic and Diluted                            20,043,337    18,999,133

Loss per Common Share - Basic and Diluted                   $    (0.01)    $    (0.01)
======================================================================================
</TABLE>

   The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report





                                       8
<PAGE>


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

STATEMENTS OF CASH FLOWS
================================================================================
<TABLE>
                                                        (U.S. Dollars)
<S>                                          <C>           <C>           <C>

                                             Period from
                                               Date of
                                              Inception       Six Months Ended
                                             (January 10,       February 28,
                                                1996)      ------------------------
                                               Through
                                             February 28,  (Unaudited)  (Unaudited)
                                                 2002
                                             (Unaudited)       2002        2001
-----------------------------------------------------------------------------------
Cash Flows from Operating Activities

Net Loss for the Period                        $  (888,257) $  (256,863) $(193,270)

Non-Cash Adjustments:
Amortization of Marketing Rights                   269,911       86,179     78,743
Contributed Services                                54,000        6,000     24,000
Shares Issued to Advisors                          128,000           --         --
Compensation Expense                                32,179       11,750         --
Interest on Loans                                   20,970        5,320         --
Organization Costs                                  10,999           --         --
Territory Fee Paid by Shareholder                   10,000           --         --
Consulting Services Paid by Shareholders           135,000      135,000         --

Changes in Assets and Liabilities:
Prepaid Expenses                                   (93,450)     (93,450)        --
Deposits                                           (56,292)          --    (22,292)
Accounts Payable                                    14,685      (26,026)    18,950
Deferred Revenue                                    34,000           --         --
Due to Director                                     70,902       (1,415)    14,741
Due to Stockholders                                 94,416      (29,432)    80,660
-----------------------------------------------------------------------------------
Net Cash Flows from Operating Activities       $  (162,937)    (162,937)     1,532
-----------------------------------------------------------------------------------
Cash Flows from Investing Activities
Acquisition of Marketing Rights                    (17,217)          --         --
-----------------------------------------------------------------------------------
Cash Flows from Financing Activities
Contribution by Shareholder                         17,217           --         --
Proceeds from Stock Purchase Agreement             225,828      225,828         --
-----------------------------------------------------------------------------------
Net Cash Flows from Financing Activities           243,045      225,828         --
-----------------------------------------------------------------------------------
Net Increase in Cash and Cash Equivalents           62,891       62,891      1,532

Cash and Cash Equivalents - Beginning of Period         --           --         --
-----------------------------------------------------------------------------------
Cash and Cash Equivalents - End of Period         $ 62,891     $ 62,891    $ 1,532
===================================================================================
</TABLE>

                                                                   - continued -

   The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report



                                       9
<PAGE>


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

STATEMENTS OF CASH FLOWS - continued
================================================================================
<TABLE>

                                                          (U.S. Dollars)
<S>                                           <C>             <C>           <C>
                                               Period From
                                                 Date of
                                              Inception
                                              (January 10,       Six Months Ended
                                                1996)               February 28,
                                                 Through     ---------------------------
                                              February 28,    (Unaudited)   (Unaudited)
                                                 2002
                                               (Unaudited)           2002          2001
----------------------------------------------------------------------------------------

Supplemental Disclosures
========================================================================================

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

Non-Cash Investing and Financing Activities
========================================================================================

Acquisition of Marketing Rights                 $ 1,263,217     $ 238,000        $   --
Less: Purchase Price Financed via
      Note Payable to 1421209 Ontario
      Limited                                    (1,000,000)           --            --

Less: Purchase Price Paid via
      Issuance of Common Stock                       (8,025)          (25)           --

Less: Purchase Price Paid via
      Granting of Stock Options                    (237,975)     (237,975)           --
----------------------------------------------------------------------------------------

Total Cash Paid                                 $    17,217     $      --        $   --
========================================================================================
</TABLE>

   The accompanying notes are an integral part of this financial statement.

                          See Accountants Review Report






                                       10
<PAGE>


OZOLUTIONS INC.
(A Development Stage Company)
(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 registration with the
     Securities  and Exchange  Commission  and costs  incurred to raise capital.
     Certain  financial  information that is not required for interim  financial
     reporting purposes has been omitted.

Note B -Marketing Rights
     Hankin Ozone Systems, LTD
     The Company  purchased the  exclusive  marketing  rights to distribute  the
     products of "Hankin Ozone  Systems,  LTD" in Canada and Mexico from 1421209
     Ontario  Limited.  The  acquisition  occurred  on June  21,  2000 in  which
     Ozolutions Inc.  received the rights to begin  distributing the products of
     Hankin Ozone Systems,  LTD and became  obligated to 1421209 Ontario Limited
     for the purchase price described below.

     The original payment terms (subsequently  amended on November 7, 2000) were
     for $1,017,217,  and the issuance of 8,000,000  common shares of Ozolutions
     Inc.  The  $17,217 was a  non-refundable  payment  paid to 1421209  Ontario
     Limited in June 2000.  The sum of $550,000  and the  delivery of  8,000,000
     common shares of stock were payable on or before the 60th day following the
     qualification  for  trading  of the  Ozolutions  Inc.  common  shares  on a
     recognized  United States  Securities  Exchange,  but in no case later than
     November 21,  2000.  The sum of $250,000 was payable on or before the 150th
     day following the  qualification  for trading of the Ozolutions Inc. common
     shares on a recognized  United States Securities  Exchange,  but in no case
     later than April 21, 2001.  The remainder of the purchase price of $200,000
     was  payable on or before the 180th day  following  the  qualification  for
     trading of the Ozolutions Inc. common shares on a recognized  United States
     Securities Exchange, but in no case later than April 21, 2001.

                                                                   - continued -

                                       11
<PAGE>


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


NOTES TO FINANCIAL STATEMENTS
================================================================================

Note B -Marketing Rights - continued
     On November 7, 2000 the  agreement  was amended to extend the  original due
     dates of the purchase price  installments  to allow  Ozolutions  additional
     time to raise capital and to further business  operations.  The revised due
     dates of the installments are as follows:

     The sum of  $550,000  was payable on or before the 90th day  following  the
     qualification  for trading of Ozolutions Inc. common shares on a recognized
     United States Securities  Exchange but in no case later than June 30, 2001,
     and the  delivery of  8,000,000  common  shares of stock were payable on or
     before  the  30th  day  following  the  qualification  for  trading  of the
     Ozolutions  Inc.  common shares on a recognized  United  States  Securities
     Exchange, but in no case later than April 30, 2001. The sum of $250,000 was
     payable on or before the 150th day following the  qualification for trading
     of  the  Ozolutions  Inc.  common  shares  on a  recognized  United  States
     Securities  Exchange,  but in no case  later  than  August  31,  2001.  The
     remainder  of the  purchase  price of $200,000 was payable on or before the
     180th day following the  qualification  for trading of the Ozolutions  Inc.
     common shares on a recognized United States Securities Exchange,  but in no
     case later than September 30, 2001.

     In November  2000,  the 8,000,000  shares of common stock were delivered to
     1421209 Ontario Limited.

     None of the three cash  payments  were paid to 1421209  Ontario  Limited as
     required.  The loan is  technically  in default as of  February  28,  2002.
     1421209 Ontario Limited has the right to demand full payment if any payment
     is in default and remains so for thirty days or to make the agreement  null
     and void. The Company is currently negotiating with 1421209 Ontario Limited
     to modify the terms and amount of the payments due.

     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 International  Inc. The acquisition  occurred on January 15, 2002
     in which  Ozolutions  Inc.  received the rights to begin  distributing  the
     products of ELCE  International  Inc. For the rights received,  the Company
     issued 25,000 shares of Ozolutions Inc. common stock and granted options to
     purchase  500,0000  common  shares at $0.50 per share.  The options have an
     one-year term.

     The  agreement  is  for  one-year  with  an  automatic  renewal  for  three
     additional  years if all terms of the agreement are  fulfilled.  Such terms
     require 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 must hire a  technician,  appointed by
     ELCE, for one year for training Company personnel. Monthly salary, lodging,
     and incidental  expenses of the technician  are the  responsibility  of the
     Company.


                                       12
<PAGE>


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


NOTES TO FINANCIAL STATEMENTS
================================================================================


Note C -Consulting and Advisory Agreements
     On June 5, 2001,  the Company  entered into  advisory  agreements  with the
     firms of David  Michael LLC and Feng Shui  Consulting,  Inc. The purpose of
     the advisory agreements was to assist the Company in effecting the purchase
     of  businesses  and assets  relative to its business  and growth  strategy,
     acquisition  of  other  operations  or  businesses,  general  business  and
     financial  consulting,  and  the  introduction  of the  Company  to  public
     relations  firms and  consultants and others that may assist the Company in
     its plans. For the services described in their respective agreements,  each
     of the advisors were to be issued 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.

     On December 20, 2001, the Company  entered into an advisory  agreement with
     inaVest,  Inc.  The purpose of the  agreement is to assist the Company with
     public  relations,   communications,   and  provide  general  advisory  and
     consulting  services.  The  agreement is for three months with an automatic
     renewal for an  additional  three  months,  unless the Company  cancels the
     agreement  during the  original  three-month  term.  In exchange  for these
     services,  shareholders  of the Company  transferred  ownership  of 550,000
     shares of Ozolutions Inc.  common stock as payment,  in lieu of issuing new
     shares.  The Company has charged  operations for $56,250 for the fair value
     of services rendered,  recorded, $78,750 as a prepaid for the fair value of
     future services and charged additional paid-in capital for $135,000.

     On January 11, 2002,  the Company  entered into a financial  consulting and
     investment banking agreement with Chapman,  Spira & Carson LLC. The purpose
     of the  agreement  is 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 will pay a non-refundable  retainer fee of
     $25,000 and will issue 200,000 shares of Ozolutions,  Inc. common stock. In
     addition,  the  Company  will  then  begin  to pay  $5,000  per  month  for
     consulting and service fees for the subsequent 24 months.  The Company will
     pay a commission of 7 1/2% on any subsequent financing  arrangements and is
     obligated  to issue an  additional  1,000,000  shares of  Ozolutions,  Inc.
     common  stock  upon  completion  of the full $2  million  financing.  As of
     February 28, 2002, the Company had paid $3,000 of the $25,000  retainer fee
     in advance.

Note D -Stock Purchase Agreement
     The Company entered into a Stock Purchase Agreement on October 1, 2001 with
     First  Chartered  Capital  Corporation,  Inc.  ("First  Chartered").  First
     Chartered purchases stock of the Company for 30% of the market value on the
     date of purchase.  Through  February 28, 2002,  1,268,650  shares have been
     purchased by First Chartered with the Company receiving $225,828.

                                       13
<PAGE>


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


NOTES TO FINANCIAL STATEMENTS
================================================================================

Note E -Going Concern
     The Company's financial statements have been presented on the basis that it
     is a going concern,  which  contemplates  the realization of assets and the
     satisfaction  of liabilities in the normal course of business.  The Company
     reported net losses of $888,257  from the period of inception  (January 10,
     1996) through  February 28, 2002. As a result,  there is a retained deficit
     of $888,257 at February 28, 2002.

     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 F -Subsequent Event
     The Company acquired the exclusive marketing rights to distribute the water
     activator  products  of "ELCE  International  Inc." in Costa Rica from ELCE
     International  Inc.  The  acquisition  occurred  on March 1,  2002 in which
     Ozolutions Inc.  received the rights to begin  distributing the products of
     ELCE  International  Inc.  The Company was not required to pay anything for
     this agreement.

     The  agreement is for a one-year  term with an automatic  renewal for three
     additional  years if all  terms  are  fulfilled.  Such  terms  require  the
     purchase  of a minimum of ten units  every  month for the first year with a
     30% increase in the minimum purchase commitment amount each year.




                                       14
<PAGE>


      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

     Ozolutions  Inc. is an  international  marketer  and  distributor  of water
purification   systems  using  two  distinctive  water  treatment   technologies
--ozonation and activated water. The strategy for both  technologies is based on
a  "chemical  free"  approach  to  water  treatment  to  capitalize  on  growing
regulatory  and public  resistance to the continued  introduction  of persistent
chemicals  into the  environment.  The markets we are  primarily  targeting  are
Mexico, the Caribbean Zone, including Panama, Costa Rica, Jamaica and Ecuador as
well as Ontario Canada.

     In June 2000,  Ozolutions  acquired the distribution rights to Hankin Atlas
Ozone Systems,  Ltd.  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.

     Ozolutions was originally required to make a payment of $550,000 to 1421209
Ontario  Limited no later than November 21, 2000. In November  2000,  Ozolutions
was  granted  an  extension  to June 30,  2001 in order  to  provide  Ozolutions
additional time to commence operations and raise capital. Additional payments of
$250,000 and $200,000  were due no later than August 31, 2001 and  September 30,
2001, respectively.

     Ozolutions  has not made any of these required  payments.  We are currently
attempting to raise capital privately to meet our asset purchase obligations and
working  capital  requirements.  Under a Stock  Purchase  Agreement  with  First
Chartered  Capital  Corporation  Inc.,  First  Capital has  purchased  1,268,650
restricted  common shares for $225,828 as of February 28, 2002. During the three
months ended  February  28,  2002,  1,066,750 of these shares were sold to First
Capital  at a total  price  of  $130,569,  in  reliance  on the  exclusion  from
registration  provided in Regulation S promulgated  under the  Securities Act of
1933. No commission was paid in connection with this sale.

     We are working to renegotiate  the Agreement with 1421209  Ontario  Limited
modifying  the terms and  amount of the  payments  for the  distribution  rights
acquired by  Ozolutions.  There is no  assurance we will be  successful  in this
effort nor is there any  assurance  that we will be able to generate  sufficient
revenue from  operations  within a time frame that will allow for timely payment
of our  obligations  to  1421209  Ontario  Limited.  We expect to  conclude  our
negotiations with 1421209 Ontario Limited in Ozolution's next financial quarter.
There was no affiliation  between  1421209  Ontario  Limited and Ozolutions Inc.
prior to the purchase of the distribution rights.

     Failure to make the payments to 1421209  Ontario  Limited could result in a
default under the purchase contract for the marketing rights and a claim against
Ozolutions  which  could  result  in a loss of our  marketing  rights  to Hankin
products  which would  adversely  affect our  business.  Ozolutions  is actively
examining the acquisition of additional  water  technologies in order to broaden
and diversify our product offerings.

     Although  1421209  Ontario  Limited  has  agreed to lend  Ozolutions  up to
$300,000, at our option, to provide financing for our operations, we will not be
pursuing that financing option.

     We have orders for 56  EntrOzone  units  through  February  28,  2002,  but
production  and  delivery by Hankin Ozone  Systems  Ltd. of the first  EntrOzone
water treatment units have been delayed for over a year.  However,  upgrading of

                                       15
<PAGE>

the EntrOzone unit to incorporate  additional  multi-barrier  protection against
water borne  contaminants  is now  complete  and  delivery  of initial  units is
expected  by the end of May 2002.  Field-testing  of the  enhanced  model of the
EntrOzone is underway and 11 units are currently being manufactured.

Acquisition of Distribution rights of ELCE International Inc. Activated Water
Products

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

     In January  2002, we acquired the exclusive  ELCE  distribution  rights for
Canada.  We issued  25,000  restricted  common  shares  and  granted  options to
purchase 500,000 common shares at $0.50 per share.  These securities were issued
in reliance on the exemption set forth in Section 4(2) of the  Securities Act of
1933 or the exclusion from  registration  under  Regulation S. No commission was
paid in connection with the transaction. In March of 2002, we obtained exclusive
marketing  rights for Costa Rica.  We are  required to purchase a minimum of 105
ELCE units per quarter for this exclusivity.

     ELCE's  water  activation  systems  use water  flow over  ceramic  balls to
generate,  from the  resulting  friction,  electrical  charges  which  alter the
physical  properties of water.  The resulting  properties of activated water are
believed to facilitate the removal of scale build-up in water pipes and are also
believed to enhance plant productivity and improve growth, health and uniformity
in fish and shrimp  farming.  Currently,  we are conducting ELCE field trials in
shrimp  hatcheries in Panama and Ecuador,  which,  if successful,  could lead to
significant shrimp farm  opportunities in Central and South America.  In Canada,
we are working  with a Canadian  distributor  with an extensive  industrial  and
commercial customer base and currently have several test installations underway.

     Until   Ozolutions   receives   outside   financing  to  fund  its  capital
commitments,  its  operations  will be  limited  to those  that can be  effected
through its  officers,  directors and  consultants.  These persons have verbally
agreed to defer payment of compensation  from Ozolutions until revenue generated
from sales of product and financing  from outside  sources  provides  sufficient
working  capital  to fund  operations  and  payment  of their  compensation.  In
addition,   they  have   advanced   money  to  Ozolutions  to  cover  sales  and
administrative expenses and an initial deposit of $22,292 made by Ozolutions for
the purchase of 25 EntrOzone water treatment systems. The amounts outstanding to
D. Brian  Robertson,  Joseph  Cira and Lou  Shefsky at  February  28,  2002 were
$69,366, $7,333 and $17,717,  respectively.  Max Weissengruber,  President and a
Director,  has also advanced money to Ozolutions to cover expenses.  At February
28, 2002, the amount outstanding to him was $70,902.  These advances do not bear
interest and the parties have not set repayment  terms.  These  individuals have
verbally  indicated their  willingness to make further advances in the future as
may be required to fund ongoing sales and administrative  operating costs. These
advances  and the funds  received  under the Stock  Purchase  Agreement  are the
current  sources of capital to fund  operational  costs.  There is no written or
fixed  obligation  to make  further  advances,  so  there is no  assurance  that
Ozolutions will have the capital  resources to fund its operations over the next
12 months.

     Under  distribution  agreements with Hankin and ELCE, product is shipped by
Hankin and ELCE against purchase orders we place either directly to the end user
or dealer or to us for  delivery to the end user or dealer.  Accordingly,  we do
not  require  any  significant  amount of capital for  inventory  or  facilities
required to maintain and distribute inventory.

                                       16
<PAGE>

     Independent  dealers will be acquiring their initial  inventory once Hankin
commences delivery of units which is expected towards the end of May 2002.

     From the date of its inception,  on January 10, 1996,  through February 28,
2002,  Ozolutions has not generated any revenue from the sale of water treatment
systems.

     Expenses  for the first half of fiscal  year 2002  increased  by $64,000 to
$257,000  from  $193,000  in fiscal  2001.  This  increase  is mainly  due to an
increase  in  consulting  fees  of  $41,000  due to the new  investor  relations
consulting  agreement and an increase in amortization for the new ELCE marketing
rights.

     The net loss for the first half of fiscal year 2002 increased by $64,000 to
$257,000 from $193,000 in fiscal 2001 due to the factors discussed above.

     Ozolutions believes its general, selling and administrative expenses during
the 12-month period following the date it can obtain  additional  financing will
be approximately $300,000. Approximately $200,000 will be used for marketing and
sales expenses including:

     *    production of printed sales materials

     *    advertising in industry publications

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

     *    travel expenses associated with establishing an Ontario dealer network

The remaining  $100,000 is the estimated cost of clerical and  management  staff
and facilities required to operate over the next year.

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.

                           PART II. OTHER INFORMATION

EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:  None.

Reports on Form 8-K:  None

                                       17
<PAGE>



                                   SIGNATURES

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

                                        OZOLUTIONS, INC.


Date:  April 11, 2002                   By:   /s/   Max Weissengruber, President