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

                           FORM 10-QSB

                         Amendment No. 1

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

     For the quarterly period ended November 30, 2000

      [   ]     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
January  10, 2001, there were 18,999,133 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  November  30,   2000                 4
          (Restated) (Unaudited) and August 31, 2000 (Restated)

          Statements of Changes in Stockholders'                    5
           Equity (Deficit) for the Three Months Ended
           November 30, 2000 (Restated) and 1999 and for
           the Period from Date of Inception
           (January 10, 1996) through November 30, 2000
           (Restated) (Unaudited)

          Statements of Operations for the Three Months Ended       7
           November 30, 2000 (Restated) and 1999
           and for the Period from Date of Inception
           (January 10, 1996) through November 30, 2000
           (Restated) (Unaudited)

          Statements of Cash Flows for the Three Months Ended       8
           November 30, 2000 (Restated) and 1999 and for the
           Period from Date of Inception (January 10, 1996)
           through November 30, 2000 (Restated) (Unaudited)

          Notes to Financial Statements                            10

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

PART II.  Other Information                                        13

Signatures
                              2
<PAGE>

                                PART I.
                    Item 1. Financial Information



                    INDEPENDENT ACCOUNTANTS' REPORT



To the Board of Directors
Ozolutions, Inc.
(A Development Stage Company)
(A Delaware Corporation)
Toronto, Ontario, Canada


       We  have  reviewed  the  accompanying  balance  sheet   of
Ozolutions,  Inc.  (A  Development  Stage  Company)  (A  Delaware
Corporation) as of November 30, 2000, and the related  statements
of  operations,  changes in stockholders' equity  (deficit),  and
cash  flows for the three months ended November 30, 2000 and 1999
and  for  the  period from date of inception (January  10,  1996)
through  November  30, 2000.  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 generally accepted  auditing
standards, 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 the accompanying  financial
statements  in  order  for  them to be  in  conformity  with  the
generally accepted accounting principles.

      We  have  previously audited, in accordance with  generally
accepted  auditing  standards, the balance sheet  of  Ozolutions,
Inc.  as  of  August  31,  2000, and the  related  statements  of
operations, changes in stockholders' equity (deficit),  and  cash
flows for the year then ended (not presented herein); and in  our
report dated October 5, 2000, we expressed an unqualified opinion
on  those  financial statements.  In our opinion, the information
set  forth  in the accompanying balance sheet as of as of  August
31, 2000 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 B, the Company has incurred lossed  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.

      As discussed in Note D, the financial statements have  been
restated  to  give  effect to amortization  expense  recorded  on
marketing contracts.


/s/ Rotenberg & Company, LLP

Rotenberg & Company, LLP
Rochester, New York
  January 10, 2001

                                3
<PAGE>

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


BALANCE SHEETS

                                                     (U.S. Dollars)
                                               (Restated)  	   (Restated)
                                               (Unaudited)
                                           				November 30,    August 31,
                                                  2000            2000

ASSETS

Cash and Cash Equivalents
                                               $      291   $       -
Marketing Rights, Net of Accumulated              959,958     998,969
Amortization
Deposits                                           22,292           -

Total Assets
                                               $  982,181   $ 998,969

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts Payable
                                               $   13,950   $   6,845
Due to 1421209 Ontario Limited - Due Within       800,000     800,000
One Year
Due to Director                                    10,055           -
Due to Stockholders                                81,700      28,883

Total Current Liabilities                         905,705     835,728

Other Liabilities
Due to 1421209 Ontario Limited - Due After One    200,000     200,000
Year

Total Liabilities                               1,105,705   1,035,728

Stockholders' Equity (Deficit)
Common Stock:  $.001 Par; 50,000,000 Shares
Authorized                                         18,999      18,999
     18,999,133 Issued and Outstanding
Additional Paid-In Capital                         42,217      33,217
Deficit Accumulated During Development Stage    (184,740)    (88,975)

Total Stockholders' Equity (Deficit)            (123,524)    (36,759)

Total Liabilities and Stockholders' Equity     $  982,181  $  998,969
(Deficit)


     The accompanying notes are an integral part of this financialstatement.
                        See Accountants' Review Report

                                      4
<PAGE>

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

STATEMENTS  OF  CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)  FOR  THE  THREE
MONTHS ENDED NOVEMBER 30, 2000 (RESTATED) AND 1999 AND FOR THE PERIOD FROM
DATE  OF INCEPTION (JANUARY 10, 1996) THROUGH NOVEMBER 30, 2000 (RESTATED)
(UNAUDITED)
<TABLE>
<CAPTION>

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

January 11, 1996
Common Stock Issued in
Exchange for Expenses
Paid by Stockholders       10,999,133     0.001     10,999          -             -       10,999

Net Loss for the Period             -         -          -          -       (11,049)     (11,049)

Balance- August 31, 1999   10,999,133     0.001     10,999          -       (11,049)         (50)

Net Loss for the Period             -         -          -          -             -            -

Balance - November 3, 1999 10,999,133     0.001     10,999          -       (11,049)         (50)

June 21, 2000
Common Stock issued as
partial consideration for
acquisition of marketing
contracts                   8,000,000     0.001      8,000          -             -        8,000

Cash Contribution of
Capital                             -         -          -     17,217             -       17,217

Territory Fee Paid
by Stockholder on
Behalf of the Corporation           -         -          -     10,000             -       10,000

Consulting Services
Contributed by Stockholders         -         -          -      6,000             -        6,000

Net Loss for the Period             -         -          -          -       (51,678)     (51,678)

Balance-August 31, 2000    18,999,133    $0.001    $18,999    $33,217      $(62,727)    $(10,511)
</TABLE>

    The accompanying notes are an integral part of this financialstatement.
                        See Accountants' Review Report



                                     5
<PAGE>

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


STATEMENTS  OF  CHANGES  IN STOCKHOLDERS' EQUITY (DEFICIT)  FOR  THE  THREE
MONTHS ENDED NOVEMBER 30, 2000 (RESTATED) AND 1999 AND FOR THE PERIOD  FROM
DATE  OF  INCEPTION (JANUARY 10, 1996) THROUGH NOVEMBER 30, 2000 (RESTATED)
(UNAUDITED) - continued

                                             (U.S. Dollars)

<TABLE>
<CAPTION>

                                                                     Deficit
                                                                    Accumulated     Total
                                                          Additional   During    Stockholders'
                               Number      Par    Common   Paid-In  Development     Equity
                              of Shares   Value    Stock   Capital     Stage       (Deficit)
<S>                          <C>          <C>     <C>      <C>      <C>         <C>
Balance - August 31, 2000    18,999,133   $0.001  $18,999  $33,217  $ (88,975)  $ (36,759)

Consulting Services
Contributed by Stockholder            -        -        -    9,000          -       9,000

Net Loss for the Period
 - Restated                           -        -        -        -    (95,765)    (95,765)

Balance - November 30,
 2000 - Restated             18,999,133   $0.001  $18,999  $42,217  $(184,740)  $(123,524)



</TABLE>

    The accompanying notes are an integral part of this financialstatement.
                        See Accountants' Review Report



                                6
<PAGE>

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

STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30,  2000
(RESTATED) AND 1999 AND FOR THE PERIOD FROM DATE OF INCEPTION (JANUARY
10, 1996) THROUGH NOVEMBER 30, 2000 (RESTATED) (UNAUDITED)

                                (U.S. Dollars)

                                    Date of
                                   Inception    Three Months Ended
                                    Through        November 30,
                                 November 30,
                                     2000         2000         1999
                                  (Restated)   (Restated)

Revenues                        	 $        -     $     -     $      -


Expenses
Amortization of Marketing              65,619      39,371
Contracts
Consulting Fees                        40,500      34,500           -
Professional Fees                      37,733      11,400           -
Organization Costs                     11,049           -           -
Territory Fee                          10,000           -
Transfer Agent Fees                     8,050       1,015           -
General and Administrative              6,189       3,879           -
Marketing                               5,600       5,600           -

Total Expenses                        184,740      95,765           -

Net Loss for the Period             $(184,740)   $(95,765)      $   -



Weighted Average of Common
Shares Outstanding                 11,728,848  18,999,133  10,999,133

Net Loss per Common Share -
Basic and Diluted                   $  (0.01)  $   (0.00)   $ (0.000)




    The accompanying notes are an integral part of this financial statement.
                        See Accountants' Review Report


                                         7
<PAGE>

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


STATEMENTS  OF CASH FLOWS FOR THE THREE MONTHS ENDED  NOVEMBER  30,
2000  (RESTATED) AND 1999 AND FOR THE PERIOD FROM DATE OF INCEPTION
(JANUARY 10, 1996) THROUGH NOVEMBER 30, 2000 (RESTATED) (UNAUDITED)

                                            (U.S. Dollars)

                                     Date of
                                    Inception     Three Months Ended
                                     Through         November 30,
                                   November 30,
                                       2000         2000         1999
                                    (Restated)   (Restated)

Cash Flows from Operating
Activities

Net Loss for the Period              $(184,740)  $ (95,765)  $     -

Adjustments:
Contributed Services                     15,000      9,000         -
Amortization of Marketing contracts      65,619     39,371         -

Changes in Assets and Liabilities:
Marketing Rights                        (17,217)         -         -
Deposits                                (22,292)   (22,292)        -
Accounts Payable                         13,950      7,105         -
Due to Director                          10,055     10,055         -
Due to Stockholders                      81,700     52,817         -

Net Cash Flows from Operating
Activities                              (37,925)       291         -

Cash Flows from Investing Activities          -          -         -

Cash Flows from Financing Activities
Paid-In Capital                          27,217          -         -
Proceeds from Common Stock               10,999          -         -

Net Cash Flows from Financing
 Activities                              38,216          -         -

Net Increase in Cash and Cash
 Equivalents                                291        291         -

Cash and Cash Equivalents -
Beginning of Period                           -          -         -

Cash and Cash Equivalents -
End of Period                      $        291     $  291         -



    The accompanying notes are an integral part of this financialstatement.
                        See Accountants' Review Report


                                8
<PAGE>

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


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES

                                          Date of
                                         Inception      Three Months
                                          Through          Ended
                                         November 30,    November 30,
                                           2000        2000       1999

Acquisition of Marketing Contracts
            Assets Purchased            $ 1,025,217   $     -    $    -

Less:  Purchase Price Financed via
 Payable to 1421209 Ontario Limited      (1,000,000)        -         -

Less:  Purchase Price Paid via
 Stock Issuance                              (8,000)        -         -

Cash Paid - Non-Refundable Deposit      $    17,217         -         -




    The accompanying notes are an integral part of this financialstatement.
                        See Accountants' Review Report



                                            9
<PAGE>

OZOLUTIONS, INC.
(A DEVELOPMENT STATE 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 10SB, 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 and acquisitions of patents and  trademarks.
      Certain  financial  information that is  not  required  for
      interim financial reporting purposes has been omitted.

Note B-Other Matters
      Deposits
      During  the  three  months ended  November  30,  2000,  the
      Company  deposited $22,292 with vendors to purchase twenty-
      five (25) OzoTitan Water Treatment Systems.

      Additional Capital Contribution
      During  the  three  months ended  November  30,  2000,  the
      Company  received  an  additional capital  contribution  of
      $9,000   in   the  form  of  services  contributed   by   a
      stockholder.

      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 $119,121 for the period  from  date
      of  inception (January 10, 1996) through November 30, 2000.
      As  a  result  there is a retained deficit of  $119,121  at
      November 30, 2000.

      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.

                               10
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

Note C -Marketing Rights
      Marketing   rights  represent  the  exclusive   rights   to
      distribute  "Hankin  Atlas  Ozone  Systems"  acquired  from
      1421209 Ontario Limited.  Contracts are recorded at cost.

      The  aggregate purchase price for the marketing rights  has
      been  allocated  to the three territories  based  upon  the
      estimated  net  revenue  of  each  of  the  territories  as
      follows:

                                                  2000

      Ontario Territory                   $    798,644
      Mexico Territory                         150,912
      Caribbean Territory                       75,661

      Total Marketing Contracts            $ 1,025,217

      Less: Accumulated Amortization            65,619

      Net Marketing Contracts             $    959,598

     Contracts  for the Ontario, Canada and Caribbean territories
     are being amortized over the remainder of their useful lives
     of  nine  years  which represents the contractual  terms  of
     three  years plus two automatic renewal extensions of  three
     years  each.  The contract for the Mexico territory is being
     amortized over the remainder of its initial contract term of
     three years.  Renewal provisions of two, three year terms in
     the  Mexico  contract were not included in the  amortization
     period,  since the renewal was contingent upon  the  Company
     achieving approximately $666,000 (U.S) of sales during  each
     term of the contract, which is uncertain as of the dated  of
     the financial statements.

     The  remaining contractual lives at the date of  acquisition
     (June  21,  2000) upon which amortization expense  is  being
     charged to operations is as follows:

               Ontario Territory  102 Months
               Caribbean Territory  105 Months
               Mexico Territory  33 Months

     Amortization  expense amounted to $39,371 and  $-0  for  the
     three months ended November 30, 2000 and 1999, respectively.

     Impairment of Marketing Rights
     The  Company  adopted the Statement of Financial  Accounting
     Standards (SFAS) No. 121, "Accounting for the Impairment  of
     Long-Lived  Assets and for Long-Lived Assets to be  Disposed
     Of."   Under  the provisions of this statement, the  Company
     has   evaluated   its   long-lived  assets   for   financial
     impairment, and will continue to evaluate them as events  or
     changes  in circumstances indicate that the carrying  amount
     of such assets may not be fully recoverable.
               Continued


                               11
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS

Note C-Marketing Rights - continued

     Impairment of Marketing Rights - continued

     The  Company  evaluates  the  recoverability  of  long-lived
     assets not held for sale by measuring the carrying amount of
     the  assets  against  the estimated discounted  future  cash
     flows  associated  with them.  At the time such  evaluations
     indicate  that the future discounted cash flows  of  certain
     long-lived assets are not sufficient to recover the carrying
     value of such assets, the assets are adjusted to their  fair
     values.    Based  on  these  evaluations,  there   were   no
     adjustments  to the carrying value of long-lived  assets  in
     2000.

Note D - Restatement
     The  financial statements have been restated to  adjust  for
     the  allocation of the aggregate purchase price of marketing
     rights  to  each of the territorial contracts.  Accordingly,
     amortization  expense has been recorded in the  accompanying
     financial statements based upon the remaining useful lives.

     A  summary of the effect of the retroactive restatements for
     the  three  months  ended November 30,  2000  and  1999  and
     stockholders' equity (Deficit) at November 30,  2000  is  as
     follows:

                                                            Stock holders'
                                                                Equity
                                  		      Net Income (Loss)    (Deficit)
                                    	  		 2000       1999    November 30, 2000

As Originally Reported            		  $ (56,394)  $    ---    $ (119,121)

Amortization of Marketing Rights        (39,371)       ---       (65,619)

As Restated                       		  $ (95,675)  $    ---    $ (184,740)


                               12
<PAGE>

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

Plan of Operation

     At the present time Ozolutions, Inc., is in the development
stage and does not provide any product or service.  We intend to
be an international marketer and distributor of water
purification systems using ozone technology.  The markets we will
target are Mexico, the Caribbean Zone, and Ontario, Canada.

     Ozolutions acquired distribution rights to Hankin products
from 1421209 Ontario Limited for 8,000,000 shares of Ozolutions
common stock, or approximately 42% of the outstanding shares,
$17,217 (CDN$25,000) 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, as part of the purchase price for the distribution rights
it acquired from 1421209 Ontario Limited, but this payment
deadline was extended in November 2000 to June 30, 2001, to
provide Ozolutions additional time to commence operations and
raise capital.  Additional payments of $250,000 and $200,000 are
due no later than August 30, 2001 and September 30, 2001.  There
was no affiliation between 1421209 Ontario Limited and Ozolutions
prior to the purchase of the distribution rights.

     There is no 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.  If this occurs, we will seek financing from outside
sources to make these payments, but we have not identified any
sources of financing, and there is no assurance any financing
will be available on terms acceptable to Ozolutions.  If we are
unable to locate financing, Ozolutions will seek an extension of
our payment obligations from 1421209 Ontario Limited.  We have
already obtained one extension from 1421209 Ontario Limited, but
there is no assurance that 1421209 Ontario Limited will grant us
another extension should we request it.  Failure to make our June
2001 payment to 1421209 Ontario Limited as required under our
purchase agreement would give rise to a claim against Ozolutions,
which could result in a loss of our marketing rights and
effectively terminate our business.

        Under a loan agreement dated June 21, 2000, 1421209
Ontario Limited has agreed to loan to Ozolutions up to $300,000
at our option to provide financing for our operations at the time
1421209 Ontario Limited receives its first payment of $550,000
from us under the purchase agreement for the distribution rights
to Hankin products.  The loan will be represented by a note due
in two years bearing interest at an annual rate of 6.5% and
payable quarterly in arrears.

        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, except for Edward G. Deans and Ronald L. Larocque
& Associates, 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.  Only Max Weissengruber, an officer and director,
is accruing and deferring compensation at the rate of $3,000 per
month.  For the three months ended November 30, 2000, the amount
of deferred compensation is $9,000.  From June 1 through November
30, 2000, D. Brian Robertson and Joseph Cira, both stockholders
of Ozolutions, advanced $78,367 and $3,333, respectively, to
Ozolutions to cover administrative expenses and an intial deposit
of $22,292 made by Ozolutions for the purchase of 25 OzoTitan
water treatment systems.  The advances do not bear interest and
no payment terms have been set by the parties.  These individuals
have indicated verbally their willingness to make further
advances in the future as required to fund administrative
operating costs.  These advances are the sole source of

                               13
<PAGE>

capital to fund thes costs.  However, there is no written or
fixed obligation to make further advances, so there is no
assurance that Ozolutions will have capital to fund its
operations over the next 12 months.

     Under distribution agreements with Hankin, product is
shipped by Hankin 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.

        Based solely on Management's evaluation of the potential
market, Ozolutions believes 125 OzoTitan units can be sold in
Ontario by the end of April 2001.  In January and February 2001
we will purchase and take delivery of the first 25 units, which
will be sold and delivered directly to consumers and to our
independent dealers for their initial inventory so that product
will be immediately available for delivery to our first buyers.
An additional 100 units have been ordered for delivery in the
first four months of 2001.  We placed the order for 125 units to
ensure that product would be manufactured and available on a
timely basis for delivery to customers and dealers in the first
part of 2001, which we believe will contribute to a successful
kick-off of our sales effort.  We intend to arrange for payment
and delivery of the 100 units against purchase orders from our
independent dealers.  If we have significantly over-estimated the
potential market for the OzoTitan and assuming only 20% of the
units ordered are sold, we will be required to purchase the
remaining units in the first order of product and hold them in
inventory and our need for capital could increase by as much as
$170,000 to purchase and hold the OzoTitan units ordered.

        From the date of inception (January 10, 1996) through
November 30, 2000, Ozolutions has not generated any revenue from
the sale of water treatment systems.  Total expenses during the
period were $184,740, consisting of consulting and professional
fees totaling $78,233, amortization of marketing contracts of
$65,619, organization costs of $11,049, a territory fee
pertaining to our marketing rights of $10,000, marketing costs of
$5,600, transfer agent fees of $8,050, and general and
administrative expenses of $6,189.  As a result, Ozolutions
recognized a net loss from inception through November 30, 2000 of
$184,740.

     Ozolutions believes its general, selling and administrative
expenses during the 12-month period following the date it can
obtain additional financing of at least $300,000 will be
$255,000.  Approximately $75,000 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, and
	 *    travel expenses associated with establishing dealers in Ontario.

Approximately $102,0000 will be used to make payments under
consulting contracts with Edward G. Deans and Ronald L. Larocque
& Associates, who have assisted Ozolutions in formulating
marketing plans and will assist in implementing those plans.  The
remaining $78,000 is the estimated cost of clerical and
management staff and facilities required to operate over the next
year.  This increase in general, selling and administrative
expenses will be attributable to implementation of our marketing
plans for Hankin ozone products.

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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

                           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: February 3, 2001             By:/s/ Max Weissengruber, President

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