SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

                    For the Fiscal Year Ended March 31, 2001

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [No Fee Required]

        For the transition period from ______________ to _______________.

                           Commission File No. 0-22236

                            ECOLOGICAL SERVICES, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

           Delaware                                     33-0565710
--------------------------------         ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

           145 South Main Street, Suite 1240, Salt Lake City, UT 84111
          -------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Include Area Code: (801) 961-7356

Securities Registered Pursuant to Section 13 of the Act:

        Title of Each Class          Name of Each Exchange on Which Registered
       ---------------------        --------------------------------------------
                None                                  None


Securities Registered Pursuant to Section 15(d) of the Act:

                         Common Stock, $0.001 par value
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past twelve (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 ninety (90)
days. Yes xT No

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation S-B is not contained in this form, and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [x]

     State issuer's revenues for its most recent fiscal year were $0.00.

     State the aggregate  market value of the voting stock held by nonaffiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and ask prices of such  stock,  as of a  specified  date  within the past 60
days: The Company's common stock does not have a trading market.

     As of August 13, 2002, the Registrant had 19,984,625 shares of Common Stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and the
part of the form 10-KSB (e.g.  part I, part II, etc.) Into which the document is
incorporated:  (1) Any annual report to security holders; (2) Any proxy or other
information  statement;  and (3) Any prospectus filed pursuant to rule 424(b) or
(c) under the Securities Act of 1933: None.

<PAGE>

                                TABLE OF CONTENTS
                                                                      Page
                                                                     ------
PART I

         ITEM 1.  DESCRIPTION OF BUSINESS                              3
         ITEM 2.  DESCRIPTION OF PROPERTIES                            3
         ITEM 3.  LEGAL PROCEEDINGS                                    4
         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY HOLDERS                                  4

PART II

         ITEM 5.  MARKET FOR COMMON EQUITY AND
                  RELATED STOCKHOLDER MATTERS                         4
         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS                4
         ITEM 7.  FINANCIAL STATEMENTS                                5
         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE              5

PART III

         ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                  AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION 16(a) OF THE EXCHANGE ACT                  5
         ITEM 10. EXECUTIVE COMPENSATION                             5
         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT                              6
         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K                   6


SIGNATURES                                                           7


<PAGE>

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This periodic report contain forward-looking  statements within the meaning
of the  Private  Securities  Litigation  Reform Act of 1995 with  respect to the
financial  condition,  results of  operations,  business  strategies,  operating
efficiencies  or synergies,  competitive  positions,  growth  opportunities  for
existing  products,  plans and  objectives  of  management.  Statements  in this
periodic  report  that  are not  historical  facts  are  hereby  indentified  as
"forward-looking statements".

Business

     The Company was  incorporated in Delaware on June 11, 1992. The Company has
had no operations and is currently  seeking an acquisition or merger to bring an
operating entity into the Company.  The Company does not propose to restrict its
search for a business opportunity to any particular industry or geographical are
and may,  therefore,  engage in  essentially  any business in any industry.  The
Company has unrestricted  discretion in seeking and  participating in a business
opportunity,  subject  to  the  availability  of  such  opportunities,  economic
conditions, and other factors.

     The selection of a business  opportunity in which to participate is complex
and risky.  Additionally,  as the Company has only limited resources,  it may be
difficult to find good opportunities. There can be no assurance that the Company
will be able to  identify  and  acquire  any  business  opportunity  which  will
ultimately  prove to be  beneficial  to the  Company and its  shareholders.  The
Company will select any potential  business  opportunity  based on  management's
business judgement.

     The  activities  of the Company are  subject to several  significant  risks
which arise  primarily  as a result of the fact that the Company has no specific
business and may acquire or participate in a business  opportunity  based on the
decision of management which potentially could act without the consent, vote, or
approval  of the  Company's  shareholders.  The risks  faced by the  Company are
further  increased  as a result of its lack of  resources  and its  inability to
provide a prospective business opportunity with significant capital.

ITEM 2.DESCRIPTION OF PROPERTIES

     The  Company's   administrative  offices  are  provided  by  the  Company's
president,  Kevin Monson. Without current operations,  the space provided by Mr.
Monson is adequate for the Company's needs.

ITEM 3.LEGAL PROCEEDINGS

         None
<PAGE>

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of the Company's  shareholders  through
the  solicitation of proxies,  during the fourth quarter of the Company's fiscal
year ended March 31, 2001.

                                     PART II

ITEM 5.MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock is not listed for trading.  Since its inception,
the Company has not paid any dividends on its Common Stock, and the Company does
not anticipate  that it will pay dividends in the forseeable  future.  At August
13, 2002, the Company had approximately 108 shareholders.

ITEM 6.MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview

     Since its  organization,  the Company has not  produced  any  revenue.  The
Company has been unable to locate another business opportunity and currently has
no material operations.

     Managment of the Company  believes that the best chance to obtain value for
the shareholders is to seek a merger or acquisition  with an existing  business.
At this time,  management  has been  unable to locate any  potential  mergers or
acquisitions.

     The investigation of specific  business  opportunities and the negotiation,
drafting, and execution of relevant agreements,  disclosure documents, and other
instruments  will require  substantial  management  time and  attention and will
require  the Company to incur cost for payment of  accountants,  attorneys,  and
others.  If a decision is made not to participate in or complete the acquisition
of  a  specific   business   opportunity,   the  costs  incurred  in  a  related
investigation will not be recoverable.  Further, even if an agreement is reached
for the participation in a specific business opportunity by way of investment or
otherwise,  the failure to consummate the particular  transaction  may result in
the loss to the Company of all related costs incurred.

     Currently,  managment is not able to determine  the time or resources  that
will be necessary to locate and acquire or merge with a business prospect. There
is no assurance that the Company will be able to acquire an interest in any such
prospects,  products or opportunities that may exist or that any activity of the
Company, regardless of the completion of any transaction, will be profitable.


     If and when the Company locates a business  opportunity,  management of the
Company will give consideration to the dollar amount of that entity's profitable
operations and the adequacy of its working  capital in determining the terms and
conditions  under  which  the  Company  would  consummate  such an  acquisition.
Potential business opportunities,  no matter which form they may take, will most
likely result in substantial dilution for the Company's  shareholders due to the
issuance of stock to acquire such an opportunity.
<PAGE>

Liquidy and Capital Resources

     As of March 31,  2001,  the Company had no assets and no  liabilities.  The
Company  has  only  incidental  ongoing  expenses   primarily   associated  with
maintaining  its  corporate  status and  maintaining  the  Company's  reportiing
obligations to the Securities and Exchange  Commission.  Current  management has
indicated a williness to help support the Company's ongoing expenses through the
purchase of securities of the Company.

     For the twelve months ended March 31, 2001,  the Company had no expenses as
its president  performed all corporate  actions  without being paid.  Management
anticipates only nominal continuing expenses.

     Since  inception the Company has not  generated  revenue and it is unlikely
that  any  revenue  will be  generated  unti  the  Company  locates  a  business
opportunity  with which to acquire or merge.  Management  of the Company will be
investigating various business opportunities. These efforts may cost the Company
not only out of pocket expenses for its management but also expenses  associated
with legal and accounting  cost. There can be no guarantee that the Company will
receive  any  benefits  from  the  efforts  of  management  to  locate  business
opportunities. The Company's financial statements contain a going concern on the
Company's ability to continue in business.

     Management does not anticipate  employing any employees in the future until
a merger or acquisition can be accomplished. Management will continue to rely on
outside consultants to assist in its corporate filing requirements.

Results of Operations

     The Company has not had no revenue since inception.  The Company  continues
to suffer a small loss related to maintaining its corporate status and reporting
obligations.

ITEM 7.FINANCIAL STATEMENTS

     The financial statements of the Company are set forth immediately following
the signature page to this Form 10-KSB.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

     The Company has had no disagreements  with its certified public  accoutants
with respect to accounting practices or procedures or financial disclosure.

<PAGE>

                                    PART III

ITEM 9.DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
       WITH SECTION 16(a) OF THE EXCHANGE ACT

Information Regarding Present Directors and Executive Officers

     The following table sets forth the names and ages of the present  executive
officers and directors of the Company and the positions held by each.

Name               Age         Title                 Director of Officer Since
-----             ------      -------                ---------------------------

Kevin Monson        31        President and Director         1999

     Set forth below is certain biographical information regarding the Company's
executive officer and director.

     Kevin Monson Mr.  Monson is the managing  member of Common  Solutions,  LLC
with diversified  consulting  contracts in the mergers and  acquisitions  arena,
real estate development and financial services companies. He served as President
of Aspen Construction,  Inc. with construction and development contracts in Park
City,  UT  totaling  over $50  Million  in project  costs from 1995 until  2000.
Currently  Mr.  Monson is involved  iwth  several  private  placement  companies
entailing capital  restructuring for entry into the public market. He has served
as the President of Ecological Services, Inc. since May of 2001.

     Except as indicated below, to the knowledge of management,  during the past
five years, no present or former director, or executive officer of the Company:

(1)  filed a petition under the federal  bankruptcy laws or any state insolvency
     law,  nor had a receiver,  fiscal agent or similar  officer  appointed by a
     court for the business or property of such person,  or any  partnership  in
     which he was a general  partner at or within  two years  before the time of
     such filing, or any corporation or business  association of which he was an
     executive officer at or within two years before the time of such filing;

(2)  was  convicted  in a  criminal  proceedinig  or named  subject of a pending
     criminal   proceeding   (excluding   traffic  violations  and  other  minor
     defenses);

(3)  was the  subject  of any  order,  judgement  or  decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently or temporarily  enjoining him from or otherwise  limiting,  the
     following activities:

     (i)  acting as a future commission merchant,  introducing broker, commodity
          trading  advisor,  commodity  pool  operator,  floor broker,  leverage
          transaction merchant, associated person of any of the foregoing, or as
          an investment advisor, underwriter, broker or dealer in securities, or
          as an affilate person,  director or employee of any investment company
          or engaging  in or  continuing  any conduct or practice in  connection
          with such activity;
<PAGE>

     (ii) engaging in any type of business practice; or

     (iii)engaging in any activity in  connection  with the purchased or sale of
          any  security or  commodity  or in  connection  with any  violation of
          federal or state securities laws or federal commodities laws;

(4)  was the  subject  of any order,  judgement,  or  decree,  not  subsequently
     reversed, suspended, or vacated, of any federal or state authority barring,
     suspending,  or other wise limiting for more than 60 days the right of such
     person to engage in any activity  described above under this Item, or to be
     associated with persons engaged in any such activity;

(5)  was found by a court of competent  jurisdiction in a civil action or by the
     Securities  and Exchange  Commission  to have violated any federal or state
     securities  law,  and the  judgement in such civil action or finding by the
     Securities  and Exchange  Commission  has not been  subsequently  reversed,
     suspended, or vacated.

(6)  was found by a court of competent  jurisdiction in a civil action or by the
     Commodity   Futures  Trading   Commission  to  have  violated  any  federal
     commodities  law,  and the  judgemet in such civil action or finding by the
     Commodity Futures Trading  Commission has not been  subsequently  reversed,
     suspended or vacated.

COMPLIANCE WITIH SECTION 16(A) OF THE EXCHANGE ACT

     Kevin Monson, the Company's only officer and director, has not filed a Form
3 reporting his holdings. However, the Form should be filed by August 31, 2002.

ITEM 10. EXECUTIVE COMPENSATION

     The following tables set forth certain summary  information  concerning the
compensation  paid or accrued  for each of the  Company's  last three  completed
fiscal years to the  Company's or its  principal  subsidiaries  chief  executive
officer and each of its other executive  officers that received  compensation in
excess of $100,000  during such period (as determined at March 31, 2001, the end
of the Company's last completed fiscal year):

 Name             Year            Compensation
------           ------          ---------------
Jehu Hand         1999              None
Kevin Monson      2000              None
Kevin Monson      2001              None

(1)  Mr. Hand was the president  and CEO prior to Mr.  Monson taking  control of
     the Company in 1999.

Cash Compensation

     There was no cash compensation paid to any director or executive officer of
the Company during the fiscal years ended March 31, 2001, 2000, and 1999.
<PAGE>

Bonuses and Deferred Compensation

None.

Compensation Pursuant to Plans.

None.

Pension Table

None.

Other Compensation

None.

Compensation of Directors.

None.

Termination of Employment and Change of Control Arrangement

     There are no compensatory  plans or arrangements,  including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above which in any way result in payments to any such person  because of
his resignation,  retirement,  or other terminatioon of such person's employment
with the Company or its  subsidiaries,  or any change in control of the Company,
or change in the  person's  responsibilities  following a changing in control of
the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth,  as of October 15, 2001,  the name and the
number of shares of the Company's Common Stock, par value $.001 per share,  held
of record or beneficially by each person who held of record, or was known by the
Company  to own  beneficially  ,  more  than  5% of the  19,984,625  issued  and
outstanding shares of the Company's Common Stock, and the name and shareholdings
of each director and of all officers and directors as a group.

Title of       Name of                  Amount and Nature            Percentage
Class       Beneficial Owner         of Beneficial Ownership (1)     of Class
---------  ------------------       ----------------------------    ----------

 Common   Kevin Monson (1)
          1464 E. Vineyard Ct.
          Salt Lake City, UT
          84106                          17,839,625                     89.27%

OFFICERS, DIRECTORS AND NOMINEES:

 Common   Kevin Monson (1)               ----See Above----
          All Officers                   17,839,625                     89.27%
          and Directors as
          a group (1 person)



<PAGE>

(1)  Indirect  and  Direct   ownership   are   referenced  by  an  "I"  or  "D",
     respectively.  All shares  owned  directly  are owned  beneficially  and of
     record and such  shareholder has sole voting,  investment,  and dispositive
     power, unless otherwise noted.

ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During  the fiscal  year  ended  March 31,  2001,  there  were no  material
transactions,  or series of similar  transactions,  since the  beginning  of the
Company's last fiscal year, or any currently proposed transactions, or series of
similar  transactions,  to which the Company was or is to be party, in which the
amount involved exceeds $60,000, and in which any director or executive officer,
or any  security  holder  who  is  known  by the  Company  to own or  record  or
beneficially  more than 5% of any class of the Company's  common  stock,  or any
member of the immediate family of any of the foregoing persons, has an interest.

INDEBTEDNESS OF MANAGEMENT

     Except as set forth above, there were no material  transactions,  or series
of similar transactions,  since the beginning of the Company's last fiscal year,
or any currently proposed  transactions,  or series of similar transactions,  to
which the Company was or is to be a party, in which the amount involved  exceeds
$60,000 and in which any director or executive  officer,  or any security holder
who is known to the Company to own of record or beneficially more than 5% of any
class of the Company's  common stock,  or any member of the immediate  family of
any of the foregoing persons, has an interest.

TRANSACTIONS WITH PROMOTERS

     There have been no  transactions  between the Company and promoters  during
the last fiscal year.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (A)(1)  FINANCIAL  STATEMENTS.   The  following  financial  statements  are
included in this report.
<PAGE>

Title of Document                                                 Page
-------------------                                              -------
Report of Thurman Shaw & Co., L.C.,
Certified Public Accountants                                       12

Balance Sheets as of March 31, 2001, and 2000                      13

Statements of Operations for the fiscal years ended March
31, 2001, and 2000                                                 14

Statements of Stockholders' Equity for the years ended
March 31, 2001, and 2000, and from inception                       15

Statements of Cash Flows for the fiscal years ended
March 31, 2001, and 2000                                           17

Notes to Financial Statements                                      18

(A)(2)  FINANCIAL  STATEMENT   SCHEDULES.   The  following  financial  statement
schedules are included as part of this report:

         None.

(A)(3) EXHIBITS.  The following exhibits are included as part of this report:
<TABLE>

Exhibit No.     SEC Reference Number         Title of Document        Location
-----------     ----------------------      -------------------       -----------
<S>             <C>                    <C>                           <C>

3.01                    3               Articles of Incorporation     Incorporation by
                                                                      reference *
3.02                    3               Bylaws                        Incorporated by
                                                                      reference *

4.01                    4               Specimen Stock Certificate    Incorporated by
                                                                     reference *

99.1                   99               Certification of the Chief Executive
                                        Officer and Chief Financial Officer
</TABLE>


* Incorporated  by reference from the Company's  registration  statement on form
10-SB filed with the Commission, SEC file no. 0-22236.

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:

                                            ECOLOGICAL SERVICES, INC.



Date: August ___, 2002                      By:
                                               ------------------------------
                                               Kevin Monson, President
                                               Principal Executive Officer,
                                               Principal Financial Officer
                                               and Sole Director

<PAGE>

INDEPENDENT AUDITOR'S REPORT


Thurman Shaw & Co., L.C.
Certified Public Accountants                                  James K. Thurman
                                                               Jeffrey L. Shaw
                                                                Justin R. Shaw

To the Board of Directors and Shareholders
Ecological Services, Inc.

     We  have  audited  the  statements  of  financial  position  of  Ecological
Services,  Inc.  (a company in the  development  stage) as of March 31, 2001 and
2000, and the related statements of operations,  changes in stockholders' equity
and cash flows for the years then ended and  cumulative  for the period June 11,
1992 (date of inception) through March 31, 2001. The se financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these  financial  statements  based on our  audit.  The  financial
statements of Ecological  Services,  Inc. from inception  through March 31, 1994
(not presently  herein) were audited by another auditor whose report,  dated May
26, 1994, expressed an unqualified opinion on those statements.  Our opinion, in
so far s it relates to the  cumulative  amounts  for the period  from  inception
through March 31, 1994, is based solely on the report of the other auditor.

     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.  We believe that our audit and the report of
other auditors provide a reasonable basis for our opinion.

     In our opinion,  based on our audit and the report of other auditors,  such
financial statements referred to above present fairly, in all material respects,
the  financial  position  of  Ecological  Services,   Inc.  (a  company  in  the
development  stage)  as of March  31,  2001 and  2000,  and the  results  of its
operations,  changes in stockholders'  equity and cash flows for the period June
11, 1992 (date of of  inception)  through  March 31, 2001,  in  conformity  with
accountig principals generally accepted in the United States of America.



Thurman Shaw & Co., L.C.


Bountiful, Utah
____________, 2002
563 West 500 South, Suite 410,
Bountiful, Utah 84010
(801) 294-3155 9801) 294-3190


<PAGE>
                            ECOLOGICAL SERVICES, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)

<TABLE>


                                                                  2001              2000
                                                                  ----              ----
<S>                                                              <C>               <C>

ASSETS

Current assets - cash                                              $ -                $ -

Other assets                                                         -                  -
Organization costs, net of accumulated amortization of $263

Total assets                                                       $ -                $ -

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities - accounts payable                             $ -                $ -

Stockholders' equity
      Preferred stock, $.001 par value; 1,000,000 shares
      authorized; no shares issued and outstanding

      Common Stock, $.001 par value; 20,000,000 shares           2,160              2,160
      authorized; 2,160,000 and 2,160,000 shares issued and
      outstanding

      Additional paid-in capital                                 4,275              4,275

      Accumulated deficit during the development stage         (6,435)            (6,435)

      Total stockholders' equity                                     -                  -

      Total liabilties and stockholders' equity                    $ -                $ -

</TABLE>
          See Accountants' Report and Notes to the Financial Statements
<PAGE>

                            ECOLOGICAL SERVICES, INC.
                      (A Company in the Development Stage)
                            Statements of Operations
                       Years Ended March 31, 2001 and 2000
                 and Cumulative from Inception to March 31, 2001
<TABLE>


                                                     2001            2000              Cumulative From
                                                                                     Inception (June 11,
                                                                                    1992) to March 31, 2001
                                                    -------         -------        -------------------------
<S>                                                <C>              <C>            <C>

Revenues                                               $-              $-                         $-

Operating expenses                                      -               -
General and administrative                              -               -                      6,172
Amortization                                                                                     263

Total operating expenses                                -               -                      6,435

Net (loss)                                             $-              $-                  $ (6,435)

Net (loss) per share                                   $-              $-                        $ -

Weighted average number of shares outstanding   2,160,000       2,160,000                  1,755,892

</TABLE>

          See Accountants' Report and Notes to the Financial Statements
<PAGE>

                            ECOLOGICAL SERVICES, INC.
                      (A Company in the Development Stage)
                  Statement of Changes in Stockholders' Equity
              From Inception (June 11, 1992) Through March 31, 2001

<TABLE>


                                              Common Stock             Additional        Accumulated           Total
                                                                     Paid-In Capital    Deficit During
                                                                                       the Development
                                                                                            Stage

                                         Shares          Amount
<S>                                     <C>             <C>          <C>               <C>                     <C>

Issuance of Common Stock               1,500,000         $ 1,500         $(1,000)                  $-             $ 500

Net (loss)                                     -               -                -               (269)             (269)

Balances at March 31, 1993             1,500,000           1,500          (1,000)               (269)               231

Net (loss)                                     -               -                -               (221)             (221)

Contribution to Capital                        -               -              500                   -               500

Sale of shares in private placement       92,250              92              154                   -               246
on September 30, 1993

Balances at March 31, 1994             1,592,250           1,592            (346)               (490)               756

Net (loss)                                     -               -                -             (1,596)           (1,596)

Balances at March 31, 1995             1,592,250           1,592            (346)             (2,086)             (840)

Net (loss)                                     -               -                -               (164)             (164)

Balances at March 1996                 1,592,250           1,592            (346)             (2,250)           (1,004)

Net (loss)                                     -               -                -               (163)             (163)

Balances at March 1997                 1,592,250           1,592            (346)             (2,413)           (1,167)

Net (loss)                                     -               -                -               (110)             (110)

Balance at March 1998                  1,592,250           1,592            (346)             (2,523)           (1,277)

Conversion of note payable, July 1,      567,750             568              709                   -             1,277
1998, $.001 per share

Contribution to capital,                       -               -            3,912                   -             3,912
foregiveness of debt, March 31, 1999
</TABLE>

          See Accountants' Report and Notes to the Financial Statements
<PAGE>


                            ECOLOGICAL SERVICES, INC.
                      (A Company in the Development Stage)
            Statement of Changes in Stockholders' Equity (continued)
              From Inception (June 11, 1992) through March 31, 2001
<TABLE>


                                      Common Stock              Additional        Accumulated           Total
                                                             Paid-In Capital    Deficit During
                                                                                the Development
                                                                                     Stage

                                  Shares          Amount
<S>                             <C>             <C>         <C>                 <C>                     <C>

Net (loss)                              -              -                 -            (3,912)          (3,912)

Balances at March 31, 1999      2,160,000          2,160             4,275            (6,435)                -

Net (loss)                              -              -                 -                  -                -

Balance at March 31, 2000       2,160,000          2,160             4,275            (6,435)                -

Net (loss)                              -              -                 -                  -                -

Balance at March 31, 2001       2,160,000        $ 2,160           $ 4,275          $ (6,435)               $-

</TABLE>

          See Accountants' Report and Notes to the Financial Statements

<PAGE>

                            ECOLOGICAL SERVICES, INC.
                      (A Company in the Development Stage)
                             Statement of Cash Flows
                       Years Ended March 31, 2001 and 2000
                 and Cumulative From inception to March 31, 2001

<TABLE>

                                                       2001             2000          Cumulative From
                                                                                    Inception (June 11,
                                                                                  1992) to March 31, 2001
                                                      -------          -------   -------------------------
<S>                                                   <C>             <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES                     $-              $-               $ (6,435)
       Net (loss)
       Adjustments to reconcile net (loss) to net cash
       (used) by operating activities:                    -               -                     263
       Amortization

Net cash (used) by operating activities                   -               -                 (6,172)

CASH FLOWS FROM INVESTING ACTIVITIES                      -               -                   (263)
       Organization costs

       Net cash (used) by investing activities            -               -                   (263)

       CASH FLOWS FROM FINANCING ACTIVITIES               -               -                   4,275
       Contribution to capital                            -               -                   2,160
       Sale of common stock

Net cash provided by financing activities                 -               -                   6,435

Net change in cash                                        -               -                       -

Cash balance at beginning of period                       -               -                       -

Cash balance at end of period                           $ -             $ -                     $ -

</TABLE>

<PAGE>


ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

The Company was incorporated under the laws of the State of Delaware on June 11,
1992,  for  the  purpose  of  seeking  out  business  opportunities,   including
acquisitions. The Company is in the development stage and will be very dependent
on the skills,  talents,  and abilities of management to successfully  implement
its business plan.  Due to the Company's lack of capital,  it is likely that the
Company  will not be able to compete with larger and more  experienced  entities
for business  opportunities  in which the Company may participate will likely be
highly risky and  speculative.  Since inception,  the Company's  activities have
been limited to organizational matters.  Organizational costs are amortized on a
straight-line basis over five years.

On May 28, 1998, the company  changed its name from  Plasmatronic  Technologies,
Inc. to Ecological Services, Inc.

Basis of Accounting

The financial  statements of the Company have been prepared on the accrual basis
of accounting.

Cash and Cash Equivalents

The Company  considers all short-term  investments with an original  maturity of
three months or less to be cash equivalents.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principals requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Income Taxes

The  fiscal  year end of the  Company is March 31st and an income tax return has
not been filed.  However,  if an income tax return had been  filed,  the Company
would have a net  operating  loss  carry  forward  of $6,435  that  would  begin
expiring in the year 2010.
<PAGE>