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, 2002

[  ]  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 March 30, 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                                                          11


<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 March 31,
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,  2002,  the Company had assets of $11,816,  all in cash and
liabilities  of $357.  The Company has  incidental  ongoing  expenses  primarily
associated with  maintaining its corporate  status and maintaining the Company's
reportiing obligations to the Securities and Exchange Commission. These expenses
totalled  $6,416 for the year ended March 31, 2002.  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.  Current  management  has  indicated a  williness  to help
support the Company's ongoing expenses through the purchase of securities of the
Company.

     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 as of March 30, 2002,  the name,  age, and
position of each  executive  officer and director and the term of office of each
director of the Company.

     Name               Age         Title             Director of Officer Since
    ------             -----       -------            -------------------------
Kevin Monson            32    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, 2000, the end
of the Company's last completed fiscal year):

 Name                   Year          Compensation
-------                -------       --------------
Kevin Monson             2000             None
Kevin Monson             2001             None
Kevin Monson             2002             None

Cash Compensation

     There was no cash compensation paid to any director or executive officer of
the Company during the fiscal years ended March 31, 2002, 2001, and 2000.

<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 March 31,  2002,  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,  2002,  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 David T. Thomson, P.C.
Certified Public Accountants                                                 12

Balance Sheets as of March 31, 2002, and 2001                                13

Statements of Operations for the fiscal years ended March
31, 2002, and 2001                                                           14

Statements of Stockholders' Equity for the years ended
March 31, 2002, and 2001, and from inception                                 15

Statements of Cash Flows for the fiscal years ended
March 31, 2002, and 2001                                                     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.

<PAGE>

                                   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 and Director
                                           (Principal Executive Officer)

<PAGE>


                            ECOLOGICAL SERVICES, INC.
                          (A Development Stage Company)


                                    CONTENTS


                                                                      PAGE

Independent Auditor's Report                                             1

Balance Sheets                                                           2

Statements of Operations                                                 3

Statement of Stockholders' Equity                                      4-5

Statements of Cash Flows                                                 6

Notes to Financial Statements                                          7-8


<PAGE>



Independent Auditor's Report


Board of Directors and Stockholders
Ecological Services, Inc.


I have audited the accompanying  balance sheet of Ecological  Services,  Inc. (a
development  stage  company) as of March 31, 2002 and the related  statements of
operations,  stockholders'  equity and cash flows for the year then ended. These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility is to express an opinion on the financial  statements based on my
audit.  The financial  statements of Ecological  Services,  Inc. from  inception
(June 11, 1992) through  March 31, 2001,  were audited by other  auditors  whose
reports dated June 21,2001 and May 26, 1994,  expressed  unqualified opinions on
those statements.  My opinion, in so far as it relates to the cumulative amounts
for the period from  inception  through  March 31, 2001,  is based solely on the
report of the other auditors.

I conducted my audit in accordance with auditing standards generally accepted in
the United States of America.  Those  standards  require that I 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.  I believe that my audit provides a reasonable basis for
my opinion.

In my  opinion,  based on my audit and the  report of the  other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial  position of Ecological  Services,  Inc. as of March 31, 2002, and
the results of its  operations  and its cash flows for the year then ended,  and
from  June 11,  1992  (Inception)  through  March 31 2002,  in  conformity  with
accounting principles generally accepted in the United States of America.



Salt Lake City, Utah
April 18, 2002                                  /s/ David T. Thomson P.C.

<PAGE>


                            ECOLOGICAL SERVICES, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS



                     ASSETS
                                                      March 31,      March 31,
                                                        2002           2001
                                                     -----------    ------------
CURRENT ASSETS:
     Cash in bank                                     $ 11,816        $       -
                                                      ---------       ----------

          Total Current Assets                          11,816                -
                                                        -------               -

TOTAL ASSETS                                          $ 11,816        $       -
                                                      =========       ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                    $ 357        $       -
                                                       ---------      ----------

          Total Current Liabilities                        357                -
                                                       ---------              -

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, 19,984,625 and 2,160,000
     shares issued and outstanding respectively         19,985            2,160
     Additional paid-in capital                          4,325            4,275
     Earnings (deficit) accumulated during the
     development stage                                 (12,851)          (6,435)
                                                      ----------      ----------

          Total Stockholders' Equity (Deficit)          11,459                -
                                                      ----------              -

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $ 11,816        $       -
                                                      ==========      ==========

<PAGE>

                            ECOLOGICAL SERVICES, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
<TABLE>


                                           For The        For The         Cumulative
                                         Year Ended      Year Ended       During The
                                          March 31,      March 31,        Development
                                            2002            2001            Stage
                                         ------------   ------------     -------------
<S>                                     <C>             <C>             <C>

REVENUE:                                  $       -      $       -        $      -
                                          ----------      ---------        ---------

EXPENSES:
     General and administrative               6,416              -          12,588
     Amortization - organization costs            -              -             263
                                          ----------      ----------       ---------

             Total Expenses                   6,416              -          12,851
                                          ----------      ----------       ---------

NET INCOME (LOSS)                         $  (6,416)      $      -        $(12,851)
                                          ==========      ==========       =========

EARNINGS (LOSS) PER SHARE                 $   (0.00)      $  (0.00)       $  (0.00)
                                          ==========      ==========       =========

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                       18,498,240      2,160,000       3,516,393
                                         ===========     ===========     ===========
</TABLE>

<PAGE>
                            ECOLOGICAL SERVICES, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
<TABLE>



                                                          For The             For The            Cumulative
                                                         Year Ended          Year Ended          During The
                                                         March 31,           March 31,          Development
                                                            2002                2001               Stage
                                                        -------------       -------------       ------------
<S>                                                   <C>                  <C>                   <C>


CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (Loss)                                   $   (6,416)        $         -          $  (12,851)
                                                          -----------        ------------         -----------

     Adjustments to reconcile net income to
     net cash provided (used) by
        operating activities:
            Amortization expense                                  -                   -                263
            Changes in assets and liabilities:
               Accounts payable                                 357                   -                357
                                                          -----------        ------------         -----------

                                                                357                   -                620
                                                          -----------        ------------         -----------

      Net Cash Flows provided (used) from
         Operating Activities                                (6,059)                  -            (12,231)
                                                          -----------        ------------         -----------

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

      Net Cash Flows provided (used) from Investing
         Activities                                               -                   -               (263)
                                                          -----------        ------------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash from common stock issuance                         17,825                   -             19,985
     Contributed capital                                         50                   -              4,325
                                                          -----------        ------------         -----------

       Net Cash Flows from Financing Activities              17,875                   -             24,310
                                                          -----------        ------------         -----------

NET INCREASE (DECREASE) IN CASH                              11,816                   -             11,816

CASH AT BEGINNING OF PERIOD                                       -                   -                  -
                                                         -----------        ------------         -----------

CASH AT END OF PERIOD                                    $   11,816            $      -           $ 11,816
                                                         ===========        ============         ===========

SUPPLEMENTAL DISCLOSURES
     Income taxes paid                                   $        -            $      -           $      -
                                                         ===========        ============         ===========
     Interest paid                                       $        -            $      -           $      -
                                                         ===========        ============         ===========
NONCASH TRANSACTIONS
     Conversion of note payable to stock                 $        -            $      -           $  1,277
                                                         ===========        ============         ===========
</TABLE>

<PAGE>

                            ECOLOGICAL SERVICES, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                   FROM THE DATE OF INCEPTION ON JUNE 11, 1992
                             THROUGH MARCH 31, 2002
<TABLE>

                                                                                                  Cumulative
                                                                                   Additional     During The
                                                              Common Stock          Paid-in       Development
                                                          Shares       Amount       Capital         Stage
                                                         --------     --------     ----------     -----------
<S>                                                   <C>             <C>           <C>            <C>

BALANCE, June 11, 1992                                        -       $     -      $      -       $        -
Issuance of Common Stock for cash                     1,500,000         1,500        (1,000)               -
Net loss for the period ended March 31, 1993                  -             -             -             (269)
                                                      -----------      -------     ---------       ----------
BALANCE, March 31, 1993                               1,500,000         1,500        (1,000)            (269)
Sale of shares in a private placement, September
 30, 1993                                                92,250            92           154                -
Contribution to capital                                       -             -           500                -
Net loss for the year ended March 31, 1994                    -             -             -             (221)
                                                      -----------      -------     ---------       ----------
BALANCE, March 31, 1994                               1,592,250         1,592          (346)            (490)
Net loss for the year ended March 31, 1995                    -             -             -           (1,596)
                                                      -----------      -------     ---------       ----------
BALANCE, March 31, 1995                               1,592,250         1,592          (346)          (2,086)
Net loss for the year ended March 31, 1996                    -             -             -             (164)
                                                      -----------      -------     ---------       ----------
BALANCE, March 31, 1996                               1,592,250         1,592          (346)          (2,250)
Net loss for the year ended March 31, 1997                    -             -             -             (163)
                                                      -----------      -------     ---------       ----------
BALANCE, March 31, 1997                               1,592,250         1,592          (346)          (2,413)
Net loss for the year ended March 31, 1998                    -             -             -             (110)
                                                      -----------      -------     ---------       ----------
BALANCE, March 31, 1998                               1,592,250         1,592          (346)          (2,523)
Conversion of note payable, July 1, 1998,
   at $.001 per share                                   567,750           568           709                -
Contribution to capital, forgiveness of debt,
   March 31, 1998                                             -             -         3,912                -
Net loss for the year ended March 31, 1999                    -             -             -           (3,912)
                                                      -----------      -------     ---------       ----------
BALANCE, March 31, 1999                               2,160,000         2,160         4,275           (6,435)
Net loss for the year ended March 31, 1999                    -             -             -                -
                                                      -----------      -------     ---------       ----------
BALANCE, March 31, 1999                               2,160,000       $ 2,160       $ 4,275         $ (6,435)
                                                      ===========      =======     =========        =========
Continued next page
</TABLE>


    The accompanying notes are an integral part of these financial statements


<PAGE>

                            ECOLOGICAL SERVICES, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                   FROM THE DATE OF INCEPTION ON JUNE 11, 1992
                             THROUGH MARCH 31, 2002
<TABLE>

                                                                                                 Cumulative
                                                                                   Additional    During The
                                                          Common Stock              Paid-in     Development
                                                      Shares          Amount        Capital        Stage
                                                     ---------       --------     ------------  ------------
<S>                                                 <C>            <C>           <C>            <C>

BALANCE, March 31, 1999                               2,160,000      $ 2,160        $ 4,275      $ (6,435)
Net loss for the year ended March 31, 2000                   -            -              -             -
                                                     ----------      --------       --------     ----------
BALANCE, March 31, 2000                               2,160,000        2,160          4,275        (6,435)
Net loss for the year ended March 31, 2001                   -            -              -             -
                                                     ----------      --------       --------     ----------
BALANCE, March 31, 2001                               2,160,000        2,160          4,275        (6,435)
Contribution to capital                                       -            -             50             -
Issuance of common stock for cash, at par value of
   $.001 per share, May 2001                         17,824,625       17,824              -             -
Net loss for the year ended March 31, 2002                   -            -              -         (6,416)
                                                     ----------      --------       --------     ----------
BALANCE, March 31, 2002                             19,984,625     $ 19,984        $ 4,325      $ (12,851)
                                                    ===========    =========       ========     ==========
</TABLE>

<PAGE>

                           ECOLOGICAL SERVICES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

NOTE   1 - ORGANIZATION

     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 have been fully
     amortized.

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

NOTE   2  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Income  Taxes - Due to no income or limited  operations  from  inception to
     March 31, 2002, no provisions for income taxes has been recorded. There are
     no deferred  income  taxes  resulting  from income and expense  items being
     reported for financial  accounting and tax reporting  purposes in different
     periods.

     Earnings (Loss) per Share - The computation of earnings (loss) per share of
     common stock is based on the weighted average number of shares  outstanding
     during the periods presented.

     Cash and Cash  Equivalents  - The Company  considers all highly liquid debt
     instruments  purchased  with a maturity of three  months or less to be cash
     equivalents. The Company had no non-cash investing and financing activities
     during 2002 and 2001.

     Use of Estimates - The  preparation  of financial  statements in conformity
     with generally accepted  accounting  principles requires management to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

NOTE   3  -  COMMON STOCK AND EQUITY TRANSACTIONS

     During May of 2001, the Company sold  17,824,625  shares of it common stock
     valued  at $.001  par value for cash of  $17,824.63  to an  officer  of the
     Company.

     A  shareholder  of the Company  paid on behalf of the Company the  Delaware
     State  Franchise tax and filing fee owed at March 31, 2001 in the amount of
     $50.  This has been  treated  as  contributed  capital  in these  financial
     statements.

<PAGE>

                            ECOLOGICAL SERVICES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE   4  -  RELATED PARTY TRANSACTIONS

     An officer is providing free office space to the Company, the free rent has
     been determined to have only nominal value.

     The Company has no employees. As of March 31, 2002 and 2001 no compensation
     has been paid or accrued to any officers or  directors  of the  Corporation
     due to the fact that any amount owed, if any, is of only nominal value.

NOTE   5  -  INCOME TAXES

     Due to losses at March 31, 2002 and 2001 and  operating  losses  every year
     since  inception,  no provision  for income taxes has been  provided for in
     these  financial  statements.  There are no deferred income taxes resulting
     from income and expense items being  reported for financial  accounting and
     tax  reporting  purposes in different  periods.  It is current  managements
     belief that the  Company  has not filed its  Federal tax returns  since its
     inception.  If this is the case,  then the  Company has no  operating  loss
     carryforwards  because  losses  it has had  since  inception  have not been
     established  for tax  purposes  by the filing of  applicable  tax  returns.
     However,  if the required tax returns had been filed the Company would have
     a net operating  loss  carryforward  of $12,851.  The Company has filed its
     annual Delaware Franchise tax returns to maintain its corporate status with
     the State of Delaware.