SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-QSB

             __X__ Quarterly Report Under Section 13 or 15(d) of The
                Securities Exchange Act of 1934 for the Quarterly
                          Period Ended: June 30, 2000.

               ____ Transition Report Under Section 13 or 15(d) of
                   the Securities Exchange Act of 1934 for the
                       Transition Period From ____ to ____

                        Commission file number: 333-72405

                            R-TEC TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


                 New Jersey                       22-3615979
         (State or other jurisdiction            (IRS Employer
     of incorporation or organization)           Identification No.)

               37 Ironica Road, Flanders, NJ           07836
       (Address of principal executive offices)     (Zip Code)

                                 (973) 252-5233
                           (Issuer's telephone number)

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 registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days. Yes

Applicable  only to  issuers  involved  in  bankruptcy  proceedings  during  the
preceding five years

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

Applicable only to corporate issuers

As of August 9, 2000, the Company had outstanding 3,198,360 shares of its
common stock.


<PAGE>

Index to Form 10QSB


Part I - FINANCIAL INFORMATION                               Page

Item 1.  Financial Statements (unaudited)

         Balance Sheet June 30, 2000............................4

         Statements of Operations -  Six Months
         Ended June 30, 1999 and June 30, 2000..................5

         Statements of Cash Flows - Six Months
         Ended June 30, 1999 and June 30, 2000..................6

         Notes to Financial Statements..........................7

Item 2.  Management's Discussion and Analysis or Plan
         of Operation...........................................9

Part II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds.............13

Item 6.  Exhibits and Reports on Form 8-K....................None

(a)  Exhibits

Exhibit     Description                                      Page

   (2)      Plan of Acquisition, Reorganization,
              Arrangement, Liquidation or Succession.........None

   (4)      Instruments defining the Rights of
              Security Holders...............................None

  (10)      Material Contracts...............................None

     (11)   Statement re: Computation of Per Share
              Earnings....................................Note 5,
                                                        Financial
                                                       Statements

  (15)      Letter re: Unaudited Interim Financial
              Information...................................None

  (18)      Letter re: Change in Accounting Principles......None

  (19)      Report Furnished to Security Holders............None

  (22)      Published Report re: Matters Submitted
              to Vote of Security Holders...................None

  (23)      Consents of Experts and Counsel.................None

  (24)      Power of Attorney...............................None

    *(27)   Financial Data Schedule...........................15

  (99)      Additional Exhibits.............................None

* Filed herewith.

(b) Reports on Form 8-K:
         None

Signatures.....................................................3

                                       2
<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.

                           R-Tec Technologies, Inc.


Dated: August 10, 2000   By:   /s/ Philip Lacqua
                            ------------------------
                            Philip Lacqua, President
                            Chief Executive Officer
                            Chief Financial Officer
                            Director



                                       3
<PAGE>

Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)




                            R-TEC TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)




                                     ASSETS
                                     ------
                                                            June 30, 2000
                                                            -------------

CURRENT ASSETS
  Cash and cash equivalents                             $           196,426
  Accounts receivable                                                 7,696
  Inventory                                                          56,865
  Prepaid expenses                                                    9,509
                                                        -------------------
         Total current assets                                       270,496
                                                        -------------------

EQUIPMENT, net                                                      11,227
                                                        -------------------
OTHER ASSETS
  Patent, net                                                      807,816
  Deposits                                                           6,000
                                                       -------------------
         Total other assets                                        813,816

                                                       -------------------
TOTAL ASSETS                                           $         1,095,539
                                                       ===================


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
  Accounts payable and accrued expenses                $            55,139
  Notes payable                                                     35,000
                                                       -------------------
           Total current liabilities                                90,139
                                                       -------------------

COMMITMENTS AND CONTINGENCIES (NOTE 3)

STOCKHOLDERS' EQUITY
  Common stock, par value $.00001 per share, 50,000,000
    shares authorized, 3,198,360 shares issued and
    outstanding                                                         32
  Additional paid-in capital                                     2,087,828
  Accumulated deficit                                           (1,082,460)
                                                       -------------------
           Total stockholders' equity                            1,005,400

                                                       -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $         1,095,539
                                                       ===================

                See accompanying notes to financial statements.

                                       4
<PAGE>


                                                  R-TEC TECHNOLOGIES, INC.
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                       (Unaudited)



<TABLE>
<CAPTION>
                                                         Six-Months Ended                  Three-Months Ended
                                                              June 30,                           June 30,
                                                       ---------------------------------  ----------------------------------
                                                            2000              1999             2000               1999
                                                       ---------------   ---------------  ---------------   ----------------
<CAPTION>
                                                      <C>               <C>              <C>               <C>
<S>

REVENUE                                                $        18,961   $           -    $        18,961   $            -

COST OF REVENUES                                                11,033               -             11,033                -
                                                       ---------------   ---------------  ---------------   ----------------

GROSS PROFIT                                                     7,928               -              7,928                -

SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES                                                       345,661           201,674          173,953            136,545

                                                       ---------------   ---------------  ---------------     --------------

LOSS FROM OPERATIONS                                          (337,733)         (201,674)        (166,025)          (136,545)
                                                       ---------------   ---------------  ---------------     --------------

OTHER INCOME (EXPENSES)
Other income                                                     5,171               -              2,686                -
Interest expense                                                (7,035)          (24,000)            (744)           (12,000)
                                                       ---------------   ---------------  ---------------   ----------------
Total other income (expenses)                                   (1,864)          (24,000)           1,942            (12,000)

                                                       ---------------   ---------------  ---------------   ----------------
NET LOSS                                               $      (339,597)  $      (225,674) $      (164,083)  $       (148,545)
                                                       ===============   ===============  ===============   ================

NET LOSS PER COMMON SHARE                              $          (.11)  $          (.08) $          (.05)  $           (.05)
                                                       ===============   ===============  ===============   ================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                   3,115,551         2,916,666        3,197,819          2,916,666
                                                       ===============   ===============  ===============   ================

</TABLE>

                                           See accompanying  notes to financial
                                                         statements.

                                                                5
<PAGE>


                            R-TEC TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) In Cash and Cash Equivalents
                                   (Unaudited)




                                                    Six-Months Ended June 30,
                                               --------------------------------
                                                     2000              1999
                                               --------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                     $      (339,597) $      (225,674)
                                               ---------------  ---------------
Adjustments to reconcile net loss to net
   cash used in operating activities:
      Unreimbursed expenses contributed to
        capital by shareholders                          1,584           14,500
      Stock issued for services                          3,000              -
      Salaries contributed by stockholders              26,001              -
      Depreciation and amortization                     28,208              -
      Interest expense - amortization of
        discount on note payable                           -             24,000
      Increase in accounts receivable                   (7,696)             -
      Increase in inventory                            (56,865)             -
      Increase in prepaid assets                        (9,509)             -
      Increase in deposits                              (4,000)          (1,000)
      Increase (decrease) in accounts
        payable and accrued expenses                   (77,166)          52,539
      Increase in due to stockholders                      -             22,036
                                               ---------------  ---------------
           Total adjustments                           (96,443)         112,075

                                               ---------------  ---------------
        Net cash used in operating activities         (436,040)        (113,599)
                                               ---------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Patent costs                                          (3,942)          (5,945)
  Purchase of equipment                                 (6,705)         (10,083)
                                               ---------------  ---------------
        Net cash used in investing activities          (10,647)         (16,028)
                                               ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Decrease (increase) in deferred offering
    costs                                               25,526         (126,042)
  Proceeds from notes payable                              -             60,000
  Repayments of notes payable                         (465,000)             -
  Decrease in due to stockholders                     (252,416)             -
  Proceeds from sale of stock                        1,334,555              -
  Capital contributed by stockholders                      -            169,003
                                               ---------------  ---------------
        Net cash provided by financing
          activities                                   642,665          102,961

                                               ---------------  ---------------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                          195,978          (26,666)

CASH AND CASH EQUIVALENTS, beginning of
  period                                                   448           43,500
                                               ---------------  ---------------
CASH AND CASH EQUIVALENTS, end of period       $       196,426  $        16,834
                                               ===============  ===============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION
  Cash paid during the period for interest     $         4,750  $           -

SUPPLEMENTAL DISCLOSURES OF NONCASH
  INVESTING AND FINANCING ACTIVITIES:
    Issuance of common stock for repayment
      of debt                                           30,000              -
    Issuance of common stock in satisfaction
      of obligation                                    428,000              -


                See accompanying notes to financial statements.

                                       6
<PAGE>




                            R-TEC TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000



The  information  presented  herein as of June 30,  2000,  and for the three and
six-months ended June 30, 2000 and 1999, is unaudited.

(1)   Basis of Presentation:

The accompanying financial statements of R-Tec Technologies, Inc. and subsidiary
(the  Company)  have  been  prepared  in  accordance  with  generally   accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly,  they
do not include  all of the  information  and  footnotes  required  by  generally
accepted accounting principles for complete financial statements. In the opinion
of  management,  all  adjustments  (consisting of normal  required  adjustments)
considered necessary for a fair presentation have been included.

Prior  to April  1,  2000,  the  Company  was  considered  a  development  stage
enterprise.

Operating  results for the three and six-month  periods ended June 30, 2000, are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  December  31,  2000.  For further  information,  refer to the  financial
statements and footnotes  included in the Company's annual report of Form 10-KSB
for the year ended December 31, 1999.


(2)    Stock Offering:

During 1999 and 2000, the Company  offered up to 1,250,000  shares of its common
stock for sale at $8.00 per share.  The Company sold 166,819  shares in 2000 and
the offering was closed effective June 27, 2000.


(3)    Commitments and Contingencies:

On April 14, 1999, the Company adopted a stock bonus plan and reserved 1,000,000
shares of its  authorized  but unissued  common stock under this plan.  In March
2000,  the Company issued stock options for 190,000 shares at $8.00 per share to
various  employees  and  consultants.  As of June 30, 2000,  no options had been
exercised.

In  connection  with the public  offering  as  described  in Note 2, the Company
entered  into an  agreement  with a placement  agent  contingent  on the Company
raising at least $1 million. The Company agreed to pay the placement agent 9% of
the amount  raised plus 2.25% of the amount raised for  nonaccountable  expenses
and issue  warrants to purchase  12,500 shares at $13.20 per share on a pro rata
basis for each $1 million  raised.  The Company  canceled the agreement and paid
$50,000 during the second quarter of 2000.

The Company is the  defendant  and  plaintiff  in a lawsuit  with a vendor.  The
vendor  alleges  unpaid  amounts due by the Company for services  rendered.  The
Company has countersued for breech of contract and damages. The Company believes
the vendor's  suit is without  merit and is  vigorously  defending its position,
however  there is no  guarantee  of a  favorable  outcome.  The  Company has not
recorded any potential liability from this matter in the accompanying  financial
statements.

                                       7
<PAGE>
                            R-TEC TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000



(4) Patent Acquisition and Notes Payable:

The Company  purchased a patent  from a related  party on December 1, 1998,  the
terms of which were  substantially  modified in May 1999 and September  1999. In
February 2000,  the Company issued 100,000 shares of the Company's  common stock
and paid $450,000 in satisfaction of amounts owed under the purchase agreement.

In June 1999, the Company borrowed  $60,000.  The promissory note is due in full
within thirty days of $2 million being raised in the stock offering described in
Note 2; or if $2  million  is not  raised  the note is due in full on or  before
November 15, 2000. Interest at 8.5% is due monthly. As of June 30, 2000, $15,000
in principal had been paid by the Company. Additionally,  5,000 shares of common
stock have been issued by the Company in  satisfaction  of $20,000 in principal.
No interest has been paid on the note.

In June 1999,  the Company  also  borrowed  $20,000.  The  promissory  note plus
interest at 8.5% is due in full  within  thirty  days of the  completion  of the
stock offering  described in Note 2 or is convertible into  unregistered  common
stock at $4.00 per share at the option of the holder. As of June 30, 2000, 3,500
shares of common  stock  have been  issued by the  Company  in  satisfaction  of
$10,000 in principal. No interest has been paid on the note.


(5)   Net Loss Per Common Share:

Net loss per common share is computed in  accordance  with the  requirements  of
Statement  of  Financial  Accounting  Standards  No.  128 (SFAS  128).  SFAS 128
requires net loss per share  information to be computed using a simple  weighted
average of common shares outstanding during the periods presented.


(6)   Segments:

The Company has two segments,  gas-detecting paints and household products.  The
following reflects financial information about the segments as of 6/30/00:


                                          Paints         Household products
                                   -------------------  -------------------

Total assets                       $         1,024,066  $            71,473
                                   ===================  ===================
Revenues                           $               -    $            18,961
                                   ===================  ===================
Net loss from operations           $          (312,977) $           (26,621)
                                   ===================  ===================


                                       8
<PAGE>



Item 2.  Management Discussion and Analysis or Plan of Operation


OVERVIEW

     During  1999,  R-Tec  was  a  development  stage  company  engaged  in  the
acquisition  and  development  of  patented  technology,  the  development  of a
business plan,  arranging for potential suppliers and distribution  channels and
raising  capital.  From inception  through December 31, 1999, the Company issued
2,916,666 shares of stock to its founders.  The Company's registration statement
was effective November 12, 1999, and sales commenced on January 7, 2000. R-Tec's
initial  public  ofering  is for  1,250,000  shares of  common  stock to raise a
maximum of $10,000,000.  Since sales commenced,  the Company sold 164,480 shares
and raised $1,315,840. The offering closed.

     In order to achieve  profitable  operations,  we will have to  successfully
manufacture,  distribute and commercialize  our initial  products.  We will also
have to  secure  all  intellectual  property  rights.  For these  reasons  it is
difficult for R-Tec to forecast our revenue or earnings  accurately.  We believe
that   period-to-period   comparisons  of  our  operating  results  may  not  be
meaningful.  As a result of our extremely limited operating  history,  we do not
have historical  financial data for a significant  number of periods on which to
base  planned  operating  expenses.  Our  expense  levels  are  based  upon  our
expectations  concerning future revenue.  Thus, quarterly revenue and results of
operation are difficult to project.

PLAN OF OPERATION

Two-Phase Business Plan

         Our business plan is based on implementing our strategy in two phases:

   o     Phase 1 - Establish Manufacturing and Distribution Relationships and
         Begin Distribution of Three Initial Products, and
   o     Phase 2 - Expand Product Lines.

The key elements of each phase of our strategy are described below:

         Phase 1 - Establish Manufacturing and Distribution Relationships
         and Begin Distribution of the Three Initial Products

R-Tec's primary strategic goals for Phase 1 are:

   o    The selection of appropriate manufacturing and distribution partners.
   o    The commencement of commercial distribution of our reactive paint
        products.
   o    R-Tect 22 freon leak detecting coating.

   o    R-Tect 12 freon leak detecting coating.

   o    R-Tect carbon reactive paint.  Development of this product is expected
        to be complete by December, 2000 at an additional cost of $50,000.

   o    During Phase 1, we will incur significant  operating  expenses.  We do
        not expect to generate significant  operating revenues for a period of
        at least six months after the completion of our offering.

   o    During Phase 1 R-Tec will  require  manufacturing  facilities,  office
        space and warehouse space. These facilities may be purchased or leased
        and the  manufacturing  may be outsourced.  We anticipate that we will
        remain in our  existing  office  space for the coming year but will be
        required to expend  additional funds on manufacturing and on warehouse
        space.

                                       9

<PAGE>


Manufacturing and Distribution Relationships.

     One of R-Tec's Phase 1 goals is to establish beneficial  relationships with
strategic  manufacturing and distribution partners.  With this strategy, we hope
to  eliminate  the  need to  build a  large  and  costly  production  and  sales
infrastructure  and  to  benefit  from  the  inclusion  of our  products  in our
partners' marketing efforts.

     R-Tec has entered  into a  manufacturing  contract  with  Anscott  Chemical
Industries,  Inc., a nationally  recognized  manufacturer  of chemical  products
located in Wayne, New Jersey.

     Anscott will be the exclusive  manufacturer of our leak detection products;
R-Tect 12, R-Tect 22, and R-Tect carbon dioxide reactive  paints.  The agreement
is for five years. The rights granted to Anscott under the agreement are limited
to  these  three  specified  products  and  to  the  United  States.   Anscott's
exclusivity  rights with  respect to R-Tect  carbon  dioxide  reactive  paint is
further  limited to the dry  cleaning  industry.  Anscott will  manufacture  our
products based on purchase orders received from R-Tec. R-Tec intends to locate a
quality control technician employed by us at Anscott's offices,  but there is no
provision in our contract  with Anscott  which  requires  Anscott to accept such
supervision.

     The  primary  distributor  of our  protective  coating  products,  Motors &
Armatures,  has  placed an initial  order for 5,000  kits of R-Tect 22  reactive
paint at $44.00 per kit.  We believe  that Motors &  Armatures  will  distribute
R-Tect kits for R-Tect 12,  R-Tect 22, and later  R-Tect 134A  reactive  paints,
primarily to  organizations  that will in turn sell them to air  conditioning or
refrigeration  contractors.  The original anticipated delivery date of R-Tect 22
to Motors & Armatures of October 31, 1999, was extended to February,  2000. That
date has been  extended  again  until  after we  commence  operations.  Motors &
Armatures  has  advised us that it intends to create  artwork  for our  products
which it will be distributing and intends to hire an exclusive representative to
work on the R-Tect  product  line.  This  specialist  will  travel with Motors &
Armatures' sales  representatives to train and educate its clients in the use of
our  products.  Motors &  Armatures  has  orally  represented  to us that it has
allocated  $156,000 for  advertising in the first year for R-Tec's  products and
that it will also provide a direct mail  campaign to reinforce  the  advertising
program.

     In June, 2000, we began sales of our Ripefully Yours product,  which delays
the decay of refrigerated  fuits and vegetables.  We received  minimal  revenues
from  the sale of  Ripefully  Yours  in the  second  quarter  of this  year.  We
anticipate that the majority of the Company's  revenues will be from the sale of
Ripefully Yours.

                                       10

<PAGE>

         Motors & Armatures has proposed a six month test marketing program to
determine the volume level of sales. It intends to promote R-Tec's products as
both, leak detectors, and as preventative maintenance products.

         R-Tec's Efforts To Expand Commercial Use of Initial Products.

     During Phase 1, R-Tec also intends to pursue  direct sales to end-users and
the original equipment  manufacturing market. We will also complete research and
development of our remaining initial products and will pursue marketing of these
products. Potential users include public utility companies,  automotive, marine,
aviation, aerospace companies, and commercial real estate owners and developers.
We have identified government agencies and municipalities where our products can
reduce maintenance,  overhead and provide another means to detect harmful gases.
We also intend to pursue licensing arrangements with select end-users.

         We believe a marketing opportunity will also develop with insurance
companies that underwrite risk associated with gas explosions. R-Tec will
introduce its products to these insurance companies and will attempt to persuade
them either to mandate the use of R-Tec's reactive paint products or to provide
financial incentives, such as discounted insurance rates, to companies that
utilize R-Tec's detection products.

         We believe that a marketing opportunity will develop for the use of
R-Tec's reactive paint products to detect natural gas and propane leaks.
Specifically, during the installation of a gas pipe, the installer could apply
our paint to pipe joints. Property owners could also apply our reactive paint to
pipe joints in existing structures. If natural gas or propane leaks through a
stress crack, the paint is designed to change colors, indicating a leak, and
warning anyone who examines the pipe joint.

         We also believe a market may exist for our reactive paint products in
chemical plants. Chemical plants utilizing our reactive paint products could
reduce the chance of significant damage caused by a toxic chemical or gas leak
by applying our products to pipe joints in their manufacturing facilities.

         We also believe our reactive paint products could be used in the
aerospace and aviation markets. We believe that aircraft utilizing our reactive
paint products could possibly avert disasters caused by gas and fluid leaks if,
during a routine inspection, a mechanic notes a change in color of the paints
applied to pipe joints aboard the aircraft. Should there be a leak, it could be
detected and repaired prior to the aircraft taking off.

         It is possible, though unlikely, that our paint could be caused to
change color due to exposure to some other substances or gas from another
source. A false positive reading due to ambient gases is minimized by the use of
a clear polymer coating, which encases each of the R-Tec paints. When properly
applied, the paint's impermeable coating serves to ensure that only gas leaking
from the protected source can contact the reactive paint and therefore cause a
positive reading. None of the testing conducted to date has indicated any
variance of responsiveness of R-Tec's products to geographic area or weather
conditions, such as humidity, air pressure or smog level.

                                       11

<PAGE>


Phase 2-Expand Product Lines and Expand Internal Sales

         R-Tec does not anticipate entering Phase 2 in our first year of
operations. R-Tec anticipates that it will add product lines in Phase 2 which
will be marketed to the users identified in Phase 1. R-Tec will continue to
pursue new business with public utilities by developing new products which
address specific needs with the industry.

         The speed with which we can develop, introduce, test market and expand
sales of the additions to the R-Tec product line will determine the timing of
the realization of our Phase 2 goals. This phase will be characterized by new
product introductions, test marketing, expanded sales efforts, and industry
driven mandates for the use of R-Tec products.

         During Phase 2, in addition to manufacturing facilities, office space
and warehouse space required during Phase 1, R-Tec will require laboratory
facilities for product development.

         During Phase 2, R-Tec will develop additional gas detection coating
products.

   o   R-Tect ethylene detector. The estimated development time is 90 days at
       an approximate cost of $70,000.
   o   R-Tect propane reactive paint. The estimated development time is 90 days
       at a cost of approximately $100,000.
   o   R-Tect natural gas reactive paint. The estimated development time is 90
       days at an estimated development cost of approximately $200,000.
   o   R-Tect SF6 detector. The estimated development time is 90 days at an
       estimated development cost of approximately $200,000.
   o   R-Tect 134A, a freon detecting coating designed for the automotive, air
       conditioning and refrigerator contractors market.  The estimated
       development time is 180 days at an approximate cost of $55,000.
   o   R-Tect 410, a freon detecting coating designed for the residential and
       commercial air conditioning and refrigerator contractors market.  The
       estimated development time is 180 days at an approximate cost of $55,000.

     R-Tec intends to initially develop only R-Tect propane reactive paint
during this Phase. Further funding will be necessary to develop additional
products.

Other Potential Applications Of R-Tec's Detection Technology.

         Following the development of the products discussed above, R-Tec
intends to develop coatings which detect the following gases. The development
time and cost for each project has not been estimated by R-Tec. R-Tec's ability
to develop additional gas detection products will be dependent upon the proceeds
from it offering and the amount of funds available, if any, from operations.

Ammonia                    Chlorine                  Methane
Butane                     Ethane                    Methyl Mercaptan
Carbon Monoxide            Isobutane                 Sulphur Hexaflouride
Acetylene                  Carbon Sulfide            2-Methylpropene
Acetyl Fluoride            Carbon Tetrafluoride      Nitric Oxide
Allene                     Hexafluoropropane         Nitrogen
Arsine                     Hydrogen                  Nitrous Oxide
Boron Trichloride          Hydrogen Chloride         Other Refrigerants
Boron Trifluoride          Isobutylene               Phosgene
Bromotrifluoromethane      Methyl Ether              Propene
1,3-Butadiene              Methanethiol              Sulphur Dioxide
2-Methylpropane            Trimthylamines

               We also intend to research the feasibility of using a small strip
across the top of wrapped chicken parts and meat as a means of measuring
freshness. This fine lined strip would be the color green, indicating the
chicken is fresh. If this strip turns red, this would indicate that the chicken
is diseased or tainted with salmonella. This would alert both the retailer and
the consumer to the presence of a disease that might not have been detected
without this safety strip.

         We plan to work with utility companies on the detection of SF6 gas.
This gas is used as an insulator in transformers and takes the place of harmful
PCBs. When these gases leak out of a transformer, they may cause the electricity
passing through the gas to spark and cause an explosion. Currently, the only way
the utility company can detect a leak is when the transformer explodes and it
must be replaced at great cost to utility companies and the consumer. R-Tec
proposes that when a transformer is assembled, the utility company place a strip
of our paint around the top of the transformer so that utility workers will be
able to easily detect a change in the color of a transformer hanging on a
utility pole, if a leak occurs.

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Blood Gases

          R-Tec believes there may be an interest in the use of our technology
in the field of blood gases. Blood travels from the heart to the lungs, liver,
kidneys and other major organs. During this trip it is carrying a percentage of
oxygen, carbon dioxide and certain other metabolic gases. However, when there is
a restriction in this flow, possibly due to coronary artery disease, the heart
and lungs are unable to supply the proper amount of oxygen to the blood.
Therefore, the oxygen level begins to decrease and the carbon dioxide level will
increase.

         R-Tec believes that by detecting gas on a molecular basis at the rate
of 10 to the 64th power, the medical field may have the ability to detect a
change in the amount of carbon dioxide in the blood. This may help patients with
a family history or high risk of heart attacks or strokes to possibly know if
they have a serious medical condition. For example, a person might be able to
rub some gel on their wrist once a month. This gel would consist of a form of
R-Tec's product and dimethyl sulfoxide, a substance that carries medicine into
the body. If the blood flowing through the arterial arteries has a higher than
normal level of carbon dioxide, which is indicative of a restriction of blood
flow and oxygen, the gel would turn from one color to another, possibly warning
the individual that they may be within weeks of suffering a stroke or heart
attack. This pre-warning system would allow a person to seek medical attention
and relieve the arterial restriction before suffering the damage caused by a
heart attack or stroke. Since smog does not affect a person's arterial blood gas
level because the level of these gases is maintained internally, there is little
likelihood of external factors affecting the potential product.


FORWARD-LOOKING STATEMENTS

All  statements  other than  statements  of  historical  fact in this report are
"forward-looking  statements"  as defined in the Private  Securities  Litigation
Reform Act of 1995, and are based on  management's  current  expectations of the
Company's  near  term  results,  based  on  current  information  available  and
pertaining to the Company.  The Company assumes no obligation to update publicly
any forward-looking  statement.  Actual results may differ materially from those
projected in the forward-looking  statements.  These forward-looking  statements
involve risks and uncertainties,  including,  but not limited to, the following:
demand  for  the  Company's   protective  coatings  and  preservative   product;
production and pricing levels of important raw materials; difficulties or delays
in the development,  production,  testing and marketing of products; and product
margins and customer product acceptance.



Part II - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

The Company  registered  1,250,000  shares of common stock on Form S-1 which was
effective January 7, 2000. As of June 30, 2000,  166,819 shares were sold in the
Company's public offering at $8.00 per share. The remaining  1,083,181 shares of
the Company's  common stock were  deregistered on June 27, 2000.  Fifty thousand
dollars in commissions were paid to our  underwriter.  The proceeds were used as
working capital.

One hundred  thousand  shares were issued to Muriel Kaiser in  satisfaction of a
promissory note for $850,000.  An additional  5,750 shares were issued to George
Ardolino,  Joel Duggan and Torquato Tasso for services  rendered to the Company.
The share certificates  contained restricted legends and were issued pursuant to
exceptions from registration  under Section 4(2) of the Security Act inasmuch as
they were pursuant to private transactions.


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Item 6. Exhibits and Reports on Form 8-K

                                     None.


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