SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

                                                    FORM 10-KSB

[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, 1999

[ ]     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 number 0-24370

                                             ECOLOGICAL SERVICES, INC.
                       (Exact name of small business issuer in its charter)

                         DELAWARE                                  33-0611748
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer
                                                        Identification No.)

                 1500 Quail Street, Suite 550
                 Newport Beach, California                          92660
           (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:               (714) 660-1500
                                                             -------------------

Securities registered pursuant to Section 12(b) of the Act:              None
                                                             ----------------

Securities registered pursuant to Section 12(g) of the Act:  Common Stock,
 par value $.001


           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 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   X        NO

           Check if there is no disclosure  of delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
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-K
or any amendment to this Form 10-K. [ X ]

           State issuer's revenues for its most recent fiscal year: None

           The aggregate market value of the voting stock held by non-affiliates
of the  registrant  as of March 31, 1999 was not  determinable  since the Common
Stock was not traded.

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of March 31, 1999:

Common Stock, $.001 Par Value - 2,175,375 shares

                                    DOCUMENTS INCORPORATED BY REFERENCE:  NONE


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                                                      PART I

Item 1.   DESCRIPTION OF BUSINESS

Background

 Ecological  Services,  Inc.  (formerly  Plasmatronic  Technologies,   Inc.),  a
Delaware  corporation  (the  "Company") was  incorporated  on June 11, 1992. The
Company has no operating  history  other than  organizational  matters,  and was
formed  specifically  to be a "clean public shell" and for the purpose of either
merging  with or  acquiring an  operating  company  with  operating  history and
assets. The Securities and Exchange  Commission has defined and designated these
types of companies as "blind pools" and "blank check" companies.

 The primary  activity of the Company will involve seeking merger or acquisition
candidates  with  whom it can  either  merge or  acquire.  The  Company  has not
selected  any  company  for  acquisition  or merger and does not intend to limit
potential acquisition  candidates to any particular field or industry,  but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry.  The Company's plans are in the conceptual stage
only.

 In  connection  with a  proposed  acquisition  of a  company  engaged  in water
remediation,  the Company changed its name in 1998 to Ecological Services,  Inc.
and effected a 3.75-for-1  forward stock split. No agreement for the acquisition
was entered into,  however.  All per share amounts herein have been adjusted for
the forward split.

 The executive  offices of the Company are located at 1500 Quail  Street,  Suite
550, Newport Beach, California 92660. Its telephone number is (714) 660-1500.

Plan of Operation - General

 The Company was  organized  for the purpose of creating a corporate  vehicle to
seek,  investigate and, if such investigation  warrants,  acquire an interest in
one or more  business  opportunities  presented to it by persons or firms who or
which desire to seek the perceived advantages of a publicly held corporation. At
this  time,the  Company  has no  plan,  proposal,  agreement,  understanding  or
arrangement to acquire or merge with any specific  business or company,  and the
Company has not  identified any specific  business or company for  investigation
and  evaluation.  No member of Management or promotor of the Company has had any
material  discussions  with any other company with respect to any acquisition of
that  company.  Although the  Company's  Common  Stock is  currently  not freely
tradeable,  it will  eventually  become  so  under  exemptions  such as Rule 144
promulgated  under the Securities Act of 1933. See  "Description of Securities."
The Company will not restrict its search to any specific  business,  industry or
geographical  location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed business under this
caption and throughout this Registration  Statement is purposefully  general and
is not meant to be restrictive of the Company's virtually  unlimited  discretion
to search for and enter into potential business opportunities.

 The  Company  intends  to obtain  funds in one or more  private  placements  to
finance the operation of any acquired business. Persons purchasing securities in
these placements and other  shareholders will likely not have the opportunity to
participate in the decision relating to any acquisition.  The Company's proposed
business is sometimes  referred to as a "blind pool" because any investors  will
entrust their investment  monies to the Company's  management before they have a
chance  to  analyze  any   ultimate  use  to  which  their  money  may  be  put.
Consequently,  the  Company's  potential  success  is heavily  dependent  on the
Company's  management,   which  will  have  virtually  unlimited  discretion  in
searching for and entering into a business opportunity. None of the officers and
directors of the Company has had any experience in the proposed  business of the
Company.  There can be no  assurance  that the Company will be able to raise any
funds in private placements.  In any private placement,  management may purchase
shares  on the same  terms as  offered  in the  private  placement.  (See  "Risk
Factors" and "Management").

 Management  anticipates that it will only participate in one potential business
venture. This lack of diversification should be considered a substantial risk in
investing  in the  Company  because  it will not  permit  the  Company to offset
potential  losses  from one  venture  against  gains  from  another  (see  "Risk
Factors").


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 The Company  may seek a business  opportunity  with a firm which only  recently
commenced  operations,  or a developing  company in need of additional funds for
expansion  into new products or markets,  or seeking to develop a new product or
service,  or an  established  business  which may be  experiencing  financial or
operating  difficulties  and is in the  need  for  additional  capital  which is
perceived  to be  easier  to raise by a public  company.  In some  instances,  a
business  opportunity  may involve the  acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock.  The Company may purchase assets and
establish  wholly owned  subsidiaries in various  business or purchase  existing
businesses as subsidiaries.

 The Company  anticipates that the selection of a business  opportunity in which
to participate will be complex and extremely risky.  Because of general economic
conditions,  rapid  technological  advances being made in some  industries,  and
shortages  of available  capital,  management  believes  that there are numerous
firms  seeking the benefits of a publicly  traded  corporation.  Such  perceived
benefits of a publicly traded corporation may include  facilitating or improving
the  terms  on  which  additional  equity  financing  may be  sought,  providing
liquidity  for the  principals  of a  business,  creating a means for  providing
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors.  Potentially  available  business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.

 As is  customary  in the  industry,  the  Company  may pay a  finder's  fee for
locating an acquisition  prospect.  If any such fee is paid, it will be approved
by the Company's  Board of Directors and will be in accordance with the industry
standards.  Such  fees  are  customarily  between  1% and 5% of the  size of the
transaction,  based upon a sliding scale of the amount  involved.  Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate  brokerage fee could,  in certain  circumstances,  be paid to any
employee,  officer,  director or 5% shareholder  of the Company,  if such person
plays a material role in bringing a transaction to the Company.

 As part of any transaction, the acquired company may require that Management or
other  stockholders  of the Company sell all or a portion of their shares to the
acquired  company,  or  to  the  principals  of  the  acquired  company.  It  is
anticipated  that the sales  price of such shares will be lower than the current
market price or  anticipated  market price of the Company's  Common  Stock.  The
Company's  funds are not expected to be used for purposes of any stock  purchase
from insiders.  The Company shareholders will not be provided the opportunity to
approve or consent to such  sale.  The  opportunity  to sell all or a portion of
their  shares in  connection  with an  acquisition  may  influence  management's
decision to enter into a specific transaction. However, management believes that
since the  anticipated  sales  price will be less than  market  value,  that the
potential  of a stock  sale by  management  will be a  material  factor on their
decision to enter a specific transaction.

 The above  description of potential sales of management stock is not based upon
any corporate bylaw, shareholder or board resolution,  or contract or agreement.
No other  payments of cash or property are expected to be received by Management
in connection with any acquisition.

 The Company has not formulated  any policy  regarding the use of consultants or
outside advisors,  but does not anticipate that it will use the services of such
persons.

 The Company has, and will continue to have,  insufficient capital with which to
provide the owners of business  opportunities with any significant cash or other
assets.  However,  management believes the Company will offer owners of business
opportunities the opportunity to acquire a controlling  ownership  interest in a
public company at substantially less cost than is required to conduct an initial
public offering.  The owners of the business  opportunities will, however, incur
significant post-merger or acquisition registration costs in the event they wish
to register a portion of their shares for subsequent sale. The Company will also
incur  significant legal and accounting costs in connection with the acquisition
of a  business  opportunity  including  the  costs of  preparing  post-effective
amendments,   Forms  8-K,   agreements   and  related   reports  and   documents
nevertheless,  the  officers and  directors  of the Company  have not  conducted
market research and are not aware of statistical data which would support the

                                                         3

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perceived benefits of a merger or acquisition transaction for the owners of a
 business opportunity.

 The  Company  does not  intend to make any loans to any  prospective  merger or
acquisition candidates or to unaffiliated third parties.

Sources of Opportunities

 The Company  anticipates that business  opportunities for possible  acquisition
will be referred by various  sources,  including  its  officers  and  directors,
professional advisers, securities broker-dealers,  venture capitalists,  members
of the financial community, and others who may present unsolicited proposals.

 The Company will seek a potential business  opportunity from all known sources,
but will rely principally on personal  contacts of its officers and directors as
well as indirect  associations  between them and other business and professional
people.   It  is  not  presently   anticipated  that  the  Company  will  engage
professional firms specializing in business acquisitions or reorganizations.

 The  officers  and  directors  of the Company are  currently  employed in other
positions  and will  devote only a portion of their time (not more than one hour
per  week)  to the  business  affairs  of the  Company,  until  such  time as an
acquisition  has been  determined  to be highly  favorable,  at which  time they
expect to spend full time in  investigating  and closing any  acquisition  for a
period of two weeks.  In addition,  in the face of  competing  demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.

Evaluation of Opportunities

 The analysis of new business  opportunities  will be undertaken by or under the
supervision  of the  officers and  directors of the Company (see  "Management").
Management   intends  to  concentrate  on   identifying   prospective   business
opportunities which may be brought to its attention through present associations
with management.  In analyzing  prospective business  opportunities,  management
will consider such matters as the available technical,  financial and managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operation,  if any; prospects for the future;  present and expected competition;
the quality and experience of management services which may be available and the
depth of that  management;  the potential for further  research,  development or
exploration;  specific  risk factors not now  foreseeable  but which then may be
anticipated to impact the proposed activities of the Company;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services or trades; name  identification;  and other
relevant  factors.  Officers and directors of each Company will meet  personally
with   management  and  key  personnel  of  the  firm  sponsoring  the  business
opportunity as part of their investigation.  To the extent possible, the Company
intends to utilize  written reports and personal  investigation  to evaluate the
above factors.  The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained.

 It may be anticipated  that any  opportunity in which the Company  participates
will present certain risks. Many of these risks cannot be adequately  identified
prior to selection of the specific opportunity,  and the Company's  shareholders
must,  therefore,  depend on the ability of  management to identify and evaluate
such risk. In the case of some of the opportunities available to the Company, it
may be  anticipated  that the  promoters  thereof  have been unable to develop a
going concern or that such business is in its  development  stage in that it has
not generated  significant revenues from its principal business activities prior
to the  Company's  participation.  There is a risk,  even  after  the  Company's
participation  in the  activity  and the related  expenditure  of the  Company's
funds,  that the  combined  enterprises  will  still be unable to become a going
concern or advance beyond the development  stage.  Many of the opportunities may
involve new and untested products, processes, or market strategies which may not
succeed.  Such  risks  will  be  assumed  by the  Company  and,  therefore,  its
shareholders.

 The Company will not restrict its search for any specific kind of business, but
may acquire a venture which is in its preliminary or development stage, which is
already in operation,  or in essentially  any stage of its corporate life. It is
currently  impossible to predict the status of any business in which the Company
may become  engaged,  in that such  business may need  additional  capital,  may
merely desire to have its shares publicly traded, or may seek

                                                         4

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other perceived advantages which the Company may offer.

Acquisition of Opportunities

 In implementing a structure for a particular business acquisition,  the Company
may become a party to a merger,  consolidation,  reorganization,  joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase  stock or assets of an  existing  business.  On the  consummation  of a
transaction,  it is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a majority or all of
the  Company's  officers  and  directors  may,  as  part  of  the  terms  of the
acquisition  transaction,  resign and be replaced by new officers and  directors
without a vote of the Company's shareholders.

 It is anticipated that any securities issued in any such  reorganization  would
be issued in reliance on exemptions from registration  under applicable  Federal
and state  securities  laws.  In some  circumstances,  however,  as a negotiated
element of this  transaction,  the Company may agree to register such securities
either at the time the transaction is consummated,  under certain conditions, or
at specified time thereafter.  The issuance of substantial additional securities
and their  potential  sale into any  trading  market  which may  develop  in the
Company's  Common Stock may have a depressive  effect on such market.  While the
actual  terms of a  transaction  to which the Company  may be a party  cannot be
predicted,  it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the  acquisition  in  a so  called  "tax  free"  reorganization  under  Sections
368(a)(1) or 351 of the Internal  Revenue Code of 1986, as amended (the "Code").
In order to obtain tax free  treatment  under the Code,  it may be necessary for
the owners of the  acquired  business to own 80% or more of the voting  stock of
the surviving entity. In such event, the shareholders of the Company,  including
investors  in this  offering,  would  retain  less  than 20% of the  issued  and
outstanding  shares of the surviving  entity,  which could result in significant
dilution in the equity of such shareholders.

 As part of the Company's  investigation,  officers and directors of the Company
will meet personally  with  management and key personnel,  may visit and inspect
material  facilities,  obtain  independent  analysis or  verification of certain
information provided,  check reference of management and key personnel, and take
other reasonable  investigative measures, to the extent of the Company's limited
financial resources and management expertise.

 The manner in which each Company  participates in an opportunity will depend on
the nature of the  opportunity,  the respective needs and desires of the Company
and  other  parties,  the  management  of  the  opportunity,  and  the  relative
negotiating strength of the Company and such other management.

 With respect to any mergers or acquisitions,  negotiations  with target company
management  will be expected  to focus on the  percentage  of the Company  which
target company shareholders would acquire in exchange for their shareholdings in
the target company.  Depending upon,  among other things,  the target  company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
lesser  percentage  ownership  interest in the Company  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company  acquires a target company with  substantial  assets.  Any
merger  or  acquisition  effected  by the  Company  can be  expected  to  have a
significant  dilative  effect on the  percentage of shares held by the Company's
then shareholders, including purchasers in this offering. (See "Risk Factors.")

 The Company will not have sufficient funds (unless it is able to raise funds in
a private  placement) to undertake any  significant  development,  marketing and
manufacturing of any products which may be acquired. Accordingly,  following the
acquisition  of any such  product,  the  Company  will,  in all  likelihood,  be
required to either seek debt or equity  financing  or obtain  funding from third
parties, in exchange for which the Company would probably be required to give up
a  substantial  portion of its  interest in any  acquired  product.  There is no
assurance that the Company will be able either to obtain additional financing or
interest  third  parties  in  providing  funding  for the  further  development,
marketing and manufacturing of any products acquired.

 It is anticipated that 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  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to participate

                                                         5

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in a specific business  opportunity the costs therefore  incurred in the related
investigation  would not be  recoverable.  Furthermore,  even if an agreement is
reached for the participation in a specific business opportunity, the failure to
consummate that transaction may result in the loss of the Company of the related
costs incurred.

 Management  believes  that the Company  may be able to benefit  from the use of
"leverage"  in  the  acquisition  of  a  business   opportunity.   Leveraging  a
transaction involves the acquisition of a business through incurring significant
indebtedness  for a large  percentage of the purchase  price for that  business.
Through a leveraged  transaction,  the Company  would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business  opportunities or to other activities.  The borrowing involved
in a  leveraged  transaction  will  ordinarily  be  secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate  sufficient  revenues to make  payments on the debt incurred by
the Company to acquire that  business  opportunity,  the lender would be able to
exercise  the  remedies  provided  by  law  or  by  contract.  These  leveraging
techniques,  while  reducing the amount of funds that the Company must commit to
acquiring a business opportunity,  may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any  acquisition  by the Company.  No assurance can be given as to
the terms or the  availability  of financing for any acquisition by the Company.
During  periods  when  interest  rates are  relatively  high,  the  benefits  of
leveraging  are not as great as during  periods of lower  interest rates because
the investment in the business  opportunity  held on a leveraged basis will only
be profitable if it generates  sufficient revenues to cover the related debt and
other costs of the  financing.  Lenders  from which the Company may obtain funds
for  purposes  of a  leveraged  buy-out  may impose  restrictions  on the future
borrowing,  distribution,  and  operating  policies  of the  Company.  It is not
possible at this time to predict the  restrictions,  if any,  which  lenders may
impose or the impact thereof on the Company.

Competition

 The  Company  is an  insignificant  participant  among  firms  which  engage in
business  combinations  with, or financing of,  development  stage  enterprises.
There are many  established  management and financial  consulting  companies and
venture capital firms which have  significantly  greater financial and personnel
resources,  technical  expertise and experience than the Company. In view of the
Company's limited financial resources and management  availability,  the Company
will  continue  to  be a  significant  competitive  disadvantage  vis-a-vis  the
Company's competitors.

Regulation and Taxation

 The Investment Company Act of 1940 defines an "investment company" as an issuer
which is or holds  itself out as being  engaged  primarily  in the  business  of
investing,  reinvesting  or trading of  securities.  While the Company  does not
intend to  engage in such  activities,  the  Company  could  become  subject  to
regulation  under the  Investment  Company  Act of 1940 in the event the Company
obtains or  continues  to hold a minority  interest  in a number of  development
stage   enterprises.   The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register under the Investment
Company  Act of 1940.  Accordingly,  management  will  continue  to  review  the
Company's  activities  from  time  to  time  with a  view  toward  reducing  the
likelihood the Company could be classified as an "investment company."

 The Company  intend to structure a merger or  acquisition  in such manner as to
minimize  Federal  and state tax  consequences  to the Company and to any target
company.

Employees

 The  Company's  only  employees  at the  present  time  are  its  officers  and
directors,  who will devote as much time as the Board of Directors  determine is
necessary to carry out the affairs of the Company. (See "Management").


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Item 2.   DESCRIPTION OF PROPERTY

 The Company rents an executive  suite on an as needed  basis.  The Company pays
its own  charges  for long  distance  telephone  calls and  other  miscellaneous
secretarial, photocopying and similar expenses.

Item 3.   LEGAL PROCEEDINGS

 Not Applicable.

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

 No matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year ended March 31, 1999.

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                                                      PART II


Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

         The Company's Common Stock has not traded.  As of March 31, 1999, there
 were 115 stockholders of
record.

Item 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

             The  Company  has been  recently  formed and has not engaged in any
operations other than  organizational  matters.  Its operating  deficit is being
founded by an officer and director.

Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            The consolidated  financial statements of the Company required to be
            included in Item 7 are set forth in the Financial  Statements Index.
            Its operating deficit is being funded by an officer and director.

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

            Not Applicable.

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                                                     PART III

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

Directors and Executive Officers

            The members of the Board of Directors of the Company serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected. The officers serve at the pleasure of the Board of Directors.
Information  as to the  director  and  executive  officer  of the  Company is as
follows.

            Jehu Hand has been  President and Secretary of the Company since its
inception and Chief  Financial  Officer since January 1, 1995. Mr. Hand has been
engaged in corporate and  securities  law practice and has been a partner of the
law  firm  of  Hand &  Hand  since  1992.  Hand  &  Hand  incorporated  as a law
corporation  in May 1994.  From  January  1992 to December  1992 he was the Vice
President-Corporate  Counsel and  Secretary of Laser Medical  Technology,  Inc.,
which designs, manufactures and markets dental lasers and endodontics equipment.
He was a director of Laser  Medical from February  1992 to February  1993.  From
January  to  October,  1992 Mr.  Hand was Of  Counsel  to the Law Firm of Lewis,
D'Amato,  Brisbois  &  Bisgaard.  From  January  1991 to  January  1992 he was a
shareholder of McKittrick,  Jackson,  DeMarco & Peckenpaugh,  a law corporation.
From January to December 1990 he was a partner of Day,  Campbell & Hand, and was
an associate of its  predecessor  law firm from July 1986 to December 1989. From
1984 to June 1986 Mr. Hand was an associate attorney with Schwartz, Kelm, Warren
&  Rubenstein  in  Columbus,  Ohio.  Jehu  Hand  received  a J.D.  from New York
University School of Law and a B.A. from Brigham Young University.

Conflicts of Interest

            Certain  conflicts of interest now exist and will  continue to exist
between the Company and its officers and directors due to the fact that each has
other business interests to which he devotes his primary attention. Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.

            Certain  conflicts of interest may exist between the Company and its
management,  and  conflicts  may  develop in the  future.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts of  interests  between the  Company,  its  officers  and  directors or
affiliated entities.  There can be no assurance that management will resolve all
conflicts  of interest in favor of the  Company,  and failure by  management  to
conduct the  Company's  business in the  Company's  best  interest may result in
liability to the  management.  The officers and directors are accountable to the
Company as  fiduciaries,  which means that they are  required  to exercise  good
faith and integrity in handling the Company's affairs.  Shareholders who believe
that the  Company  has been  harmed by  failure of an  officer  or  director  to
appropriately  resolve any conflict of interest may, subject to applicable rules
of  civil  procedure,  be able to bring a class  action  or  derivative  suit to
enforce their rights and the Company's rights.

            The Company has no arrangement,  understanding or intention to enter
into any  transaction for  participating  in any business  opportunity  with any
officer,  director,  or  principal  shareholder  or with  any  firm or  business
organization with which such persons are affiliated,  whether by reason of stock
ownership, position as an officer or director, or otherwise.

            The  Company,   by   resolution   of  its  Board  of  Directors  and
stockholders,  adopted a 1992 Stock  Option Plan (the  "Plan") on June 11, 1992.
The Plan enables the Company to offer an incentive based compensation  system to
employees,  officers and directors and to employees of companies who do business
with the Company.

            In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted stock.

                                                         9

<PAGE>



A total of 2,000,000 shares are authorized for issuance under the Plan, of which
no shares are issuable.  The Company does not intend to grant options until such
time as a merger or acquisition has been  consummated.  The Company may increase
the number of shares  authorized  for issuance  under the Plan or may make other
material  modifications to the Plan without  shareholder  approval.  However, no
amendment may change the existing rights of any option holder.

            Any shares  which are  subject to an award but are not used  because
the terms and  conditions of the award are not met, or any shares which are used
by participants to pay all or part of the purchase price of any option may again
be used for awards under the Plan. However, shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

            Stock  options  may be granted  as  non-qualified  stock  options or
incentive  stock  options,  but incentive  stock options may not be granted at a
price  less  than 100% of the fair  market  value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market  value of the
stock as of the date of grant.  Restricted  stock may not be  granted  under the
Plan in connection with incentive stock options.

            Stock options may be exercised  during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  common stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.

            Stock options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant  contains  the AO  feature  and if a  participant  pays all or part of the
purchase  price of the option with shares of the Company's  common  stock,  then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.

            Stock appreciation  rights and/or restricted stock may be granted in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.


                                                        10

<PAGE>



Item 10. EXECUTIVE COMPENSATION

            No  compensation  is paid or  anticipated  to be paid by the Company
until an acquisition is made.

            On acquisition  of a business  opportunity,  current  management may
resign and be  replaced  by persons  associated  with the  business  opportunity
acquired,  particularly if the Company participates in a business opportunity by
effecting a reorganization,  merger or  consolidation.  If any member of current
management  remains after  effecting a business  opportunity  acquisition,  that
member's time  commitment will likely be adjusted based on the nature and method
of the  acquisition  and  location of the business  which  cannot be  predicted.
Compensation of management will be determined by the new board of directors, and
shareholders  of the Company will not have the opportunity to vote on or approve
such compensation.

            Directors  currently  receive no  compensation  for their  duties as
directors.

Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The following table sets forth information relating to the beneficial
ownership of Company  common stock by those  persons  beneficially  holding more
than 5% of the Company capital stock,  by the Company's  directors and executive
officers,  and by all of the Company's  directors  and  executive  officers as a
group, as of March 31, 1999.
As of March 31, 1999 there were 2,175,750 shares oustanding.
<TABLE>
<CAPTION>

                                                                                   Percentage
               Name of                           Number of                       of Outstanding
             Stockholder                       Shares Owned                       Common Stock

<S>                                                 <C>                               <C>
            Jehu Hand (1)                           920,625                           42.3%

            All officers and
            directors as a group
            (1 person) (1)                          920,625                           42.3%
</TABLE>

         (1)      The address of such person is care of the Company.


                                                        11

<PAGE>



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In connection  with organizing the Company,  persons  consisting of its
officers,  directors, and other individuals paid an aggregate of $500 in cash to
purchase a total of 1,500,000  shares of Common Stock at an average  sales price
of $.0003333 per share. In April 1993 Messrs. Hand and Anderson also contributed
$500.00 to the Company as a contribution to capital.  Under Rule 405 promulgated
under the Securities Act of 1933, Messrs.  Hand and Anderson may be deemed to be
promoters of the Company.  No other persons are known to Management  which would
be deemed to be promoters.

         An officer of the Corporation has advanced  certain  expenses on behalf
of the  Company.  As of March 31,  1997,  1998 and 1999 such  expenses  totalled
$1,167,  $1,277 and $0. On April 1, 1995 the  Company  gave the officer a demand
promissory note convertible into 583,125 shares of common stock at the officer's
option. This note was converted on July 1, 1999. Further expenses of $3,912 were
contributed to capital by this officer on March 31, 1999.


                                                        12

<PAGE>



                                                      PART IV


Item 13.    EXHIBITS AND REPORTS ON FORM 8-K

            (a) Exhibits.  The following exhibits of the Company are included
herein.

    Exhibit No.            Document Description

        3.                 Certificate of Incorporation and Bylaws

                           3.1.     Certificate of Incorporation(1)
                           3.2      Bylaws(1)
                           3.3      1998 Amendment to Certificate of
Incorporation(3)

         10.               Material Contracts

                           10.1.    1992 Stock Option Plan(1)
                           10.2     Stock Option Agreement with Jehu Hand(1)
                           10.3     Stock Option Agreement with Eric Anderson(1)
                           10.4     Stock Option Agreement with Jehu Hand(2)
                           10.5     Demand Convertible Promissory Note from Jehu
 Hand(2)

(1)      Incorporated by reference to such exhibit as filed with the Company's
 registration statement on Form 10-SB,
         File No. 0-24370.
(2)      Incorporated by reference to the Company's 1995 Annual Report.
(3)      Filed herewith.

        (b)                Reports on Form 8-K.

                           Not Applicable.


                                                        13

<PAGE>


                                             ECOLOGICAL SERVICES, INC.

                                           (A DEVELOPMENT STAGE COMPANY)

                                               FINANCIAL STATEMENTS

                                        YEARS ENDED MARCH 31, 1999 AND 1998

                                                        AND

                                           INDEPENDENT AUDITORS' REPORT


<PAGE>


<TABLE>
<CAPTION>

                                             ECOLOGICAL SERVICES, INC.

                                           (A Development Stage Company)

                                                 Table of Contents



<S>                                                                                                       <C>
Independent Auditors= Report                                                                              1

Financial Statements

         Statements of Financial Position                                                                 2

         Statements of Operations                                                                         3

         Statement of Changes in Stockholders= Equity                                                     4

         Statements of Cash Flows                                                                         5

Notes to Financial Statements                                                                             6

</TABLE>

<PAGE>





                  563 WEST 500 SOUTH, SUITE 410, BOUNTIFUL, UTAH 84010

                                         (801) 294-3155 FAX (801) 294-3190

             THURMAN SHAW & CO., L.C.
                                                        James K. Thurman
                                                        Jeffrey L. Shaw
                                                        Justin R. Shaw





                                           INDEPENDENT AUDITORS= REPORT



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


We have audited the  statements of financial  position of  Ecological  Services,
Inc. ( a  development  stage  company)  as of March 31,  1999 and 1998,  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,  1999.  These  financial   statements  are  the
responsibility of the Company=s management.  Our responsibility is to express an
opinion  on these  financial  statements  based  on our  audits.  The  financial
statements of Ecological  Services,  Inc. from inception  through March 31, 1994
(not presented herein),  were audited by another auditor whose report, dated May
26, 1994, expressed an unqualified opinion on those statements.  Our opinion, in
so far as 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  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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  audits  and the  report  of the other  auditor  provide a
reasonable basis for our opinion.

In our  opinion,  based on our audits and the report of the other  auditor,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position  of  Ecological  Services,  Inc. (a  development  stage
company)  as of March 31,  1999 and 1998,  and the  results  of its  operations,
changes in  stockholders=  equity and cash  flows for the period  June 11,  1992
(date of  inception)  through  March 31,  1999,  in  conformity  with  generally
accepted accounting principles.


 THURMAN SHAW & CO., L.C.

Bountiful, Utah
June 30, 1999


<PAGE>



<TABLE>
<CAPTION>




                                             ECOLOGICAL SERVICES, INC.
                                           (A Development Stage Company)
                                          Statements of Financial Position
                                              March 31, 1999 and 1998


                                                                                        1999              1998
                                                                                    -------------    ---------

<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                                              $        -       $        1,277
                                                                                    -------------    --------------

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
     authorized; 2,175,375 and 1,592,250 shares issued
      and outstanding                                                                       2,175             1,592

  Additional paid-in capital                                                                4,260              (346)

  Accumulated deficit during the development stage                                         (6,435)           (2,523)
                                                                                    -------------    --------------

     Total stockholders= equity                                                              -               (1,277)
                                                                                    -------------    --------------

         Total liabilities and stockholders= equity                                 $        -       $         -
                                                                                    =============    ===========





</TABLE>


                             See accompanying notes to financial statements


<PAGE>

<TABLE>
<CAPTION>


                                             ECOLOGICAL SERVICES, INC.

                                           (A Development Stage Company)
                                              Statements of Operations
                                        Years Ended March 31, 1999 and 1998
                               and Cumulative from Inception to March 31, 1999




                                                                                                       Cumulative
                                                                                                          From
                                                                                                        Inception
                                                                                                            (June 11, 1992)
                                                                                                      to March 31,
                                                                       1999             1998              1999
                                                                  --------------    -------------    ---------



<S>                                                                <C>               <C>              <C>
Revenues                                                           $    -            $    -           $    -
                                                                       ---------         ---------        ------

Operating expenses
     General and administrative                                            3,912              110             6,172
     Amortization                                                           -                -                  263
                                                                  --------------    -------------    --------------

Total operating expenses                                                   3,912              110             6,435
                                                                  --------------    -------------    --------------

Net (loss)                                                        $       (3,912)   $        (110)   $       (6,435)
                                                                  ==============    =============    ==============

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

Weighted average number of
     shares outstanding                                                2,028,396        1,592,250         1,638,660
                                                                  ==============    =============    ==============

</TABLE>













                               See accompanying notes to financial statements


<PAGE>
<TABLE>
<CAPTION>


                                             ECOLOGICAL SERVICES, INC.
                                           (A Development Stage Company)
                                    Statement of Changes in Stockholders= Equity
                               From Inception (June 11, 1992) Through March 31, 1999

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

Issuance of common stock
<S>                                          <C>          <C>               <C>              <C>                   <C>
     for cash                                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
     on September 30, 1993                     92,250                92              154              -                 246
                                        -------------     -------------    -------------     -------------    -------------

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 31, 1996                  1,592,250             1,592             (346)           (2,250)          (1,004)

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

Balances at March 31, 1997                  1,592,250             1,592             (346)           (2,413)          (1,167)

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

Balances at March 31, 1998                  1,592,250             1,592             (346)           (2,523)          (1,277)

Conversion of note payable,
  July 1, 1998, $.001 per share               583,125               583              694              -               1,277

Contribution to capital, forgiveness
 of debt, March 31, 1999                         -                 -               3,912              -               3,912

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

Balances at March 31, 1999                  2,175,375     $       2,175    $       4,260     $      (6,435)   $        -
                                        =============     =============    =============     =============    ==========
</TABLE>


                 See accompanying notes to financial statements


<PAGE>

<TABLE>
<CAPTION>

                                                      ECOLOGICAL SERVICES, INC.
                                                    (A Development Stage Company)
                                                       Statements of Cash Flows
                                                 Years Ended March 31, 1999 and 1998
                                            and Cumulative from Inception to March 31, 1999



                                                                                                                Cumulative
                                                                                                                   From
                                                                                                                 Inception
                                                                                                                     (June 11, 1992)
                                                                                                               to March 31,
                                                                                1999             1998              1999
                                                                           -------------     -------------    ---------
         CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                        <C>               <C>              <C>
              Net (loss)                                                   $      (3,912)    $        (110)   $      (6,435)

              Add item not requiring the use
               of cash - amortization                                               -                 -                 263

              Increase in accounts payable                                        (1,277)              110             -
                                                                           -------------     -------------    ----------

                  Net cash flows from operating activities                        (5,189)             -              (6,172)
                                                                           -------------     -------------    -------------


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

                  Net cash flows from investing activities                          -                 -                (263)
                                                                           -------------     -------------    -------------


         CASH FLOWS FROM FINANCING ACTIVITIES
              Contribution to capital                                              3,912              -               4,260
              Sale of common stock                                                 1,277              -               2,175
                                                                           -------------     -------------    -------------

                  Net cash flows from financing activities                         5,189              -               6,435
                                                                           -------------     -------------    -------------

         Net decrease in cash                                                       -                 -                -

         Cash balance at beginning of period                                        -                 -                -
                                                                           -------------     -------------    ----------

         Cash balance at end of period                                     $        -        $        -       $        -
                                                                           =============     =============    ==========
</TABLE>








                               See accompanying notes to financial statements


<PAGE>



                            ECOLOGICAL SERVICES, INC.

                          (A Development Stage Company)
                          Notes to Financial Statements
                       Years Ended March 31, 1999 and 1998


1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

         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  which are lower  risk and are more  attractive  for such
         entities.  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.


2.       CASH AND CASH EQUIVALENTS

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


3.       RELATED PARTY TRANSACTIONS

         The  officer  and  director of the  Company  currently  serves  without
compensation.

         An officer of the Corporation has advanced  certain  expenses on behalf
         of the Company. As of March 31, 1998, such expenses totaled $1,277. The
         Company has given the officer a demand promissory note convertible into
         583,125  shares  of common  stock at the  officer=s  option,  which was
         included in accounts  payable at March 31, 1998. The note was converted
         into 583,125 shares on July 1, 1998.  Additional  expenses  advanced by
         the officer of $3,912 were forgiven by him on March 31, 1999.


4.       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.


STOCK SLPIT

         On May 28, 1998, the Company effected a 3.75-for-1 forward stock split.
         All equity accounts have been revised since inception.


<PAGE>



Notes (continued)



6.       STOCK OPTION PLAN

         The Company has stock option plans for directors,  officers, employees,
         advisors, and employees of companies that do business with the Company,
         which provide for non-qualified and qualified stock options.  The Stock
         Option  Committee of the Board determines the option price which cannot
         be less than the fair market  value at the date of the grant or 110% of
         the  fair  market  value  if the  Optionee  holds  10% or  more  of the
         Company=s  common  stock.  The price per share of shares  subject  to a
         Non-Qualified  Option  shall  not be less  than 85% of the fair  market
         value at the date of the grant.  Options  generally expire either three
         months  after  termination  of  employment,  or ten years after date of
         grant (five years if the  optionee  holds 10% or more of the  Company=s
         common stock at the time of grant).

<TABLE>
<CAPTION>

Options outstanding:
<S>                                                                            <C>
            Shares allocated                                                   2,000,000

                 Option price                                              $            .50
                                                                           ================

            Balance at inception                                                    -
            Granted                                                               40,000

            Balance outstanding at  March 31, 1993                                40,000
                                                                           -------------

            Granted                                                                 -

            Balance outstanding at March 31, 1994                                 40,000
                                                                           -------------

            Granted                                                               20,000
            Lapsed                                                               (20,000)

            Balance outstanding at March 31, 1995                                 40,000
                                                                           -------------

            Granted                                                                 -
            Lapsed                                                                  -

            Balance outstanding at March 31, 1996                                 40,000
                                                                           -------------

            Granted                                                                 -
            Lapsed                                                                  -

            Balance outstanding at March 31, 1997                                 40,000
                                                                           =============

            Granted                                                                 -
            Lapsed                                                                40,000

            Balance outstanding at March 31, 1998                                   -
                                                                           ==========

            Exerciseable in 1998                                                    -
                                                                           ==========


</TABLE>


<PAGE>


                                                    SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on July 14, 1999.


                                                       ECOLOGICAL SERVICES, INC.


                                                           By:    /s/ Jehu Hand
                                                                  Jehu Hand
                                                                  President

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on July 14, 1999.



By:     /s/ Jehu Hand President, Secretary, Chief Financial Officer and Director
        Jehu Hand



<PAGE>