SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                         FORM 10-KSB/A

      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

          FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                    -----------------

                 COMMISSION FILE NO.: 0-26322

               EAGLE CAPITAL INTERNATIONAL, LTD
         ----------------------------------------------
         (Name of Small Business Issuer in its Charter)

            Nevada                                    88-0303769
---------------------------------                 -------------------
  (State or other jurisdiction                      (IRS Employer
of incorporation or organization)                 Identification No.)

     20283 State Road 7, Suite 213, Boca Raton, Florida 33498
   ------------------------------------------------------------
   (Address of principal executive offices, including zip code)

                          (561) 487-3600
                   ---------------------------
                   (Issuer's telephone number)

    1900 Corporate Boulevard, Suite 400E, Boca Raton, FL 33431
    ----------------------------------------------------------
      (Former name, former address, and former Fiscal Year,
                  if changed since last report)

   Securities registered pursuant to Section 12(b) of the Act:

               None                               None
        ---------------------              ----------------------
        (Title of Each Class)              (Name of Each Exchange
                                            on which Registered)

       Securities registered pursuant to 12(g) of the Act:

             Common Stock, par value $.001 per share
             ---------------------------------------
                         (Title of Class)

Check whether the Issuer (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 Issuer was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [x]   No  [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of Issuer'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 ended December
31, 2001: $3,402,915

The aggregate market value of the Registrant's voting stock held by non-
affiliates, based upon the closing sales price for the common stock of
$2.49 per share as reported in the Pink Sheets LLC on June 30, 2002, was
approximately $9,441,308.  The shares of Common Stock held by each
officer and director and by each person known to the Company to own 5%
or more of the outstanding Common Stock have been excluded and such
persons may be deemed to be affiliates.  This determination of affiliate
status is not necessarily a conclusive determination for other purposes.

As of June 30, 2002, there were 7,963,980 shares of the Registrant's
Common Stock issued and outstanding after giving effect to a one-for-six
reverse stock split effective February 5, 2001.



<PAGE>

                   EAGLE CAPITAL INTERNATIONAL, LTD.

                       Introduction to Amendment

     During February, 2002, Eagle Building Technologies, Inc. (the "Company"
or "Eagle") became aware that its former Chairman and Chief Executive Officer
had prepared fraudulent documents to misrepresent the revenues, costs and cash
associated with operations conducted by the Company's wholly-owned subsidiary
in India, and concerning certain loans and stock transactions.  The Company is
filing this amendment to the December 31, 2000 Form 10-KSB filed on April 18,
2001, to restate the Company's financials and correct other information
contained in the filing that may be false or misleading.  The following
amendment provides information that corrects false or misleading statements
contained in the Form 10-KSB filed on April 18, 2001.  All other information
contained in the Form 10-KSB filed on April 18, 2001, is believed to be
accurate as of December 31, 2000.  The amendments to this Form 10-KSB are as
follows:

1.     Cover Page has been amended to restate Issuer's revenues, aggregate
       market value and issued and outstanding shares of Common Stock.

2.     Item 1 - Business has been amended at the following sections:
       Development of Markets;  Operations of Subsidiaries and Joint Ventures
       at subheadings: Great Wall New Building Systems; Eagle Building
       Technologies, Private Ltd. of India; Business Dimensions, Inc., Eagle-
       Fuller International, Bullhide Corporation, and Fleming Manufacturing
       Company; and Employees.

3.     Item 2 - Properties has been amended as follows: Washington, D.C.;
       Greenwich, Connecticut; and Mumbai, India.

4.     Item 6 - Management's Discussion and Analysis or Plan of Operation has
       been restated.

5.     Item 7 - Financial Statements and Supplementary Data have been restated.

6.     Item 8 - Changes in and Disagreements With Accountants on Accounting and
       Financial Disclosure has been amended at paragraph 5.

7.     Item 9 - Directors, Executive Officers, Promoters and Control Persons;
       Compliance With Section 16(A) of the Exchange Act has been amended to
       include a footnote and to amend Mr. D'Amato's biography.

8.     Item 10 - Executive Compensation has been amended and footnote no. 2
       supplemented.

9.     Item 11 - Security Ownership of Certain Beneficial Owners and
       Managements has been amended in its entirety.

10.    Item 12 - Certain Relationships and Related Party Transactions has been
       amended at paragraph 4.

11.    Signatures - The signature page has been amended to reflect the Company's
       current officers and directors.

     On May 30, 2002, the Company settled the enforcement action filed against
Eagle by the Securities and Exchange Commission (the "SEC") without admitting
or denying the allegations contained in the SEC complaint.  As part of the
settlement, the Company has consented to the entry of a final judgment in the
form of a permanent injunction against Eagle enjoining the Company from
violating the anti-fraud, periodic reporting, and record-keeping provisions of
the securities laws.



<PAGE>


                EAGLE BUILDING TECHNOLOGIES, INC.



                        TABLE OF CONTENTS

                                                          Page
                                                          ----
PART I
------

Item 1.  Business......................................... 4

Item 2.  Properties....................................... 11

Item 3.  Legal Proceedings................................ 12

Item 4.  Submission of Matters to a
           Vote of Security Holders....................... 14

PART II
-------

Item 5.  Market for Company's Common Equity
           And Related Stockholder Matters................ 14

Item 6.  Management's Discussion and
           Analysis or Plan of Operations................. 15

Item 7.  Financial Statements and Supplementary Data...... 17

Item 8.  Change in and Disagreements
           with Accountants on Accounting
           and Financial Disclosure....................... 17

PART III
--------

Item 9.  Directors, Executive Officers, Promoters
           and Control Persons; Compliance with
           Section 16(a) of the Exchange Act.............. 19

Item 10. Executive Compensation........................... 21

Item 11. Security Ownership of Certain
           Beneficial Owners and Management............... 22

Item 12. Certain Relationships and Related Transactions... 23

Item 13. Exhibits, Financial Statement
           Schedules and Reports on Form 8-K.............. 25

SIGNATURES



<PAGE>


                             PART I

                   Forward Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements.  The forward-looking
statements contained in this Form 10-KSB are subject to certain
assumptions, risks and uncertainties.  Actual results could differ
materially from current expectations.  Among the factors that could
affect the Company's actual results and could cause results to differ
from those contained in the forward-looking statements contained herein
is the Company's ability to implement its business strategy successfully,
which will depend on business, financial, and other factors beyond the
Company's control, including, among others, prevailing changes in
consumer preferences, access to sufficient quantities of raw materials,
availability of trained labor and changes in industry regulation.  There
can be no assurance that the Company will continue to be successful in
implementing its business strategy.  Other factors could also cause
actual results to vary materially from the future results covered in such
forward-looking statements.  Words used in this Form 10-KSB, such as
"expects", "believes", "estimates", and "anticipates" and variations of
such words and similar expressions are intended to identify such forward-
looking statements.

     On January 26, 2001, the Company's Board of Directors approved a 1-
for-6 reverse stock split for the Company's common stock effective
February 5, 2001.  All references to shares in this Report have been
adjusted to reflect such stock split.

ITEM 1.   BUSINESS
          --------

General

     Eagle Capital International, Ltd. (the "Company") is a Nevada
corporation in the business of the manufacture, distribution and
application of technologically advanced building products through a
series of licensing agreements with Integrated Masonry Systems
International, Inc. ("IMSI"), a Nevada corporation.

     The Company has the exclusive right to market the IMSI products in
China, India, Europe and Mexico through licensing agreements with IMSI.
 The license agreements provide the Company with the right to market and
use the IMSI patented technology and trademarks.  The Company is
currently negotiating with IMSI for exclusive licenses in Spanish
speaking South America and Brazil.


                               -4-

<PAGE>


     With the Company's acquisition of forty-four percent (44%) of
Bullhide Corporation, the Company acquired the rights to market and use
the Bullhide[R]  System and trademarks.

Product Lines

IMSI[R] Block System

     The IMSI Wall System features insulated reinforced masonry that is
mortarless and dry-stacked.  The bricks have pockets in which insulation
is embedded within the wall, but it is done without sacrificing
structural integrity.  The bricks are stacked without the need for a
layer of mortar between bricks.  Instead, the IMSI system uses a patented
combination of interlocking, along with a Structure Coat/Surface Bonding
Cement which provides a weather resistant, structurally sound, and
impermeable surface.  The advantage of the IMSI[R] Block System are:

     *   Cost competitive
     *   Airtight
     *   Engineered for seismic conditions
     *   Low maintenance costs
     *   Environmentally friendly
     *   Quick installation
     *   Ease of installation; semi-skilled workers can be quickly  and
         easily trained
     *   Flexibility of use; commercial, industrial, residential,
         institutional, and governmental construction

The Bullhide[R] System

     The Bullhide[R] system consists of a patented pending proprietary
polyurethane material and certain technologies for the manufacturing and
application of the product. Bullhide's primary products are Bullhide 2000
and Bullhide 2001.

     Bullhide 2001 is the primary product used in the Bullhide[R] system.
It is a two-component fast reacting polyurethane elastomer that is 100%
solid, surpassing all other known 100% solid linings in the "combined
toughness index (PSI tensile strength and elongation). The product is (i)
resistant to water, fuels, oils and most chemicals, (ii) available in a
variety of colors, (iii) available with either a smooth or non-slip
surface, (iii) permanently flexible to -40F, (iv) adheres to virtually
anything and (v) retains toughness up to +250F. Other products include
Bullhide 1500 and certain primers used to prepare the surface for the
Bullhide[R] product.



                               -5-

<PAGE>

     The heart and the brains of the Bullhide[R] system is the Bull Master
2001. This is a plural component, high volume low pressure spray molding
machine. The electronically controlled metering system assures a
perfectly "on-ratio" application every time. In conjunction with the new
Bullhide[R] products, Bullhide developed a high output application machine
to shorten the industrial job times. The BullMaster 2001 is a high-output
application machine with four times the output of the 3030 machine and
the capacity to coat 10,000 square feet per day of Bullhide coatings.

Master Door

     Master srl, an Italian company, designs and manufactures a line of
armored doors under the product name Master Door.  The Company, through
its wholly owned subsidiary, Business Dimensions, Inc., is the exclusive
marketer of the Master Door products in the United States.  The most
popular Master Door products are the Record, the Standard, the Super Due
Ante, and the AK 47.  The Anti-Kalashnikov AK 47 door evolved from the
need to offer a higher degree of protection against the upsurge in
terrorism and crime.  The AK 47 model is fully bullet proof and features
triple armor and triple door locks.

Development of Markets

     The Company relies on management's ability to determine the
existence and extent of available markets for its products.  Company
management has considerable marketing background and devotes a
significant portion of its time to marketing related activities.  The
Company also utilizes the local marketing knowledge of its joint venture
partners and subsidiaries to network in the countries covered by the
Company's licensing agreements.

     The Company markets it's building related products under the
IMSI[R] Block trademark, the polyurethane elastomer and application system
marketed by subsidiary Bullhide Corporation under the Bullhide[R]
trademark, and the Master Door product line.

     The Company is developing established and emerging global markets
by utilizing its own comparative strengths in concert with those of its
technology partner, IMSI, and those of other selected strategic partners.
Any strategic joint ventures and license arrangements that involve the
marketing and manufacturing of the IMSI Block System with any other IMSI
licensee are subject to the crossover sales provision of the IMSI
licensing agreement.

     The Company is focusing on the following core competencies:



                               -6-

<PAGE>

     *   Strategic planning and implementation of finance, marketing
         and sales objectives
     *   Training
     *   Administrative oversight of manufacturing activities
     *   Establishment of cooperative joint ventures with strategic
         partners operating in target markets

     One of the greatest benefits of the Company's focus on creating
joint ventures in local markets is that it minimizes the Company's
exposure in terms of capital outlay while providing a tremendous
advantage for the Company in terms of the utilization of local labor and
materials.  This allows the Company to effectuate the transfer of
technology and training while gaining the political benefit of "keeping
it local" which reflects positively on the Company, our local partners,
and the local or foreign government of the jurisdiction in which the
contract is being fulfilled.

     The Company anticipates selected global partners and licensees will
provide the Company with essential political and business relationships
with prominent local business and government entities.  Additionally,
those local relationships provide the Company with specific knowledge of
commercial opportunities and cultural, legal and business insights into
markets in which such knowledge and relationships are strategically
vital.

     The two prime major market areas where the Company has established
operations are as mentioned earlier: China and India. In each operation,
the Company has a controlling interest.

Operations of Subsidiaries and Joint Ventures

Great Wall New Building Systems

     For centuries, the Chinese have built their homes and buildings with
brick made from red clay. The harvesting of this clay has destroyed
millions of acres of precious agricultural topsoil, putting additional
pressure on the government of the Peoples Republic of China (the "PRC")
to feed its 1.3 billion citizens.  In reaction, the Chinese government
has implemented a program to phase out the use of red clay brick for
residential construction in China. The PRC has recognized that the IMSI
wall system offers environmental benefits, as well as advantages in terms
of energy saving and ease of construction.  On that basis, and in the
face of ongoing critical shortages of quality housing, the State Building
Materials Bureau of the PCR has joined with the Company's subsidiary,
Great Wall New Building System ("Great Wall") to promote the
establishment of the wall system as a standard construction method for
China's housing market.



                               -7-

<PAGE>


     Heating cost is another big factor effecting China's housing market.
It is generally recognized that China does not have thermal efficient
housing.  The PRC has implemented new rules within their building codes
to require insulation in new structures.  Though most of China heats its
buildings only four month of the year, it uses an inordinate amount of
energy for heating.  The insulated masonry system will help to ease this
crisis in residential energy use.

     To launch the program for China's adoption of the insulated masonry
system nationwide, the Bureau, together with officials of the Beijing
municipality, has authorized the construction of multi-story residential
buildings in Beijing Mi Yun County, an affluent suburb of Beijing City.
In addition, plans are in place for an industrial symposium to be hosted
by the central PRC government and to chronicle the Mi Yun project and
produce a documentary for airing on China's State run television in order
to increase awareness of the new building system.

     Great Wall has an interest in a $4 million registered capital joint
venture in Beijing, Mi Yun county.  The Joint Venture occupies a 12 acre
site, and in June 1999, was commissioned to construct 5 million square
feet of mid-rise residential construction for fiscal 2000-2001 utilizing
the IMSI Block. This was delayed due to the fact that the Chinese
substituted another, stronger Joint Venture partner, The Building
Materials Bureau of Mi Yun as Great Wall's partner. The joint venture has
obtained certification for the IMSI system in Mi Yun only, and the
Company is now working on nationwide certification.  While this
certification process is moving forward, Great Wall will attempt to begin
delivering on orders for conventional concrete blocks (this kind of
flexibility is a major advantage of the Fleming-Eagle Block Plant).
Great Wall will also market IMSI block to the local Mi Yun market. The
Company anticipates block manufacturing capacity to double in 2001.
Great Wall anticipates the replication of its operation in Lioaning
Province in Northern China upon certification, where the need for energy
efficiencies offered by the IMSI[R] Block system is particularly acute.

Eagle Building Technologies, Private Ltd. of India

     The Company formed a wholly-owned subsidiary under the corporate
laws of India, Eagle Building Technologies, Private Ltd. of India.  In
July of 2000, the Company reported that it had contracted with Jayant
Tipnis Consultants, PL (JTCPL) for an initial order of 750,000 units of
the patented IMSI[R] Block system valued at over $1.5 Million USD.
Production in Bombay allegedly began in the third quarter of 2000 and the
contract was completed in November of 2000. The Company then reported
that it received a Purchase Order from JTCPL for an additional 10 million



                               -9-

<PAGE>


IMSI[R] Block of which the Company allegedly delivered 1 million IMSI[R]
Block in the 1st Quarter of 2001.

     In February 2002, the former CEO of the Company reported that he had
falsified all of the revenues attributed to the Company's operations in
India necessitating the restatement of the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2000.  Currently, there are
no operations in India.  Eagle intends to dispose of all assets located
in India and conclude the Company's relationship with JTCPL.  The Company
anticipates that the disposal of remaining assets in India should
generate funds sufficient to pay any outstanding liabilities in India.

Business Dimensions, Inc.

     In August 2000, the Company acquired all of the assets of Business
Dimensions, Inc ("BDI"), a private Florida corporation, controlled by Don
Pollock ("Pollock"), an Officer and Director of the Company, whose major
asset is the license to sell and distribute products in North America
manufactured by Master srl, an Italian company that designs and
manufactures armored doors under the Master Door name.  (See Product
Lines.)  In May 2002, the Company assigned all of its interest in BDI
back to Pollock in settlement of claims arising from the BDI Purchase
Agreement between the Company and Pollock concerning reimbursed expenses
incurred in connection with the qualification of Master Door products in
the State of Florida.

Eagle-Fuller International

     In December 2000, Eagle formed a wholly-owned subsidiary, Eagle-
Fuller International, Inc. ("Eagle-Fuller").  At the time of formation,
Company management announced that Eagle-Fuller was formed for the purpose
of developing large scale real estate projects.  Eagle-Fuller has no
operations and no assets.  However, certain investors have alleged that
the Company has liability for loans made by the investors to Eagle-
Fuller.  The Company has not accepted responsibility for Eagle-Fuller
obligations.  The Company's position concerning Eagle-Fuller liabilities
may spawn future litigation by the investors.  The Company will
vigorously defend against any attempts to impute liability to the Company
for Eagle-Fuller obligations.

Bullhide Corporation

     In March 2000, Eagle purchased a 44% interest in Bullhide
Corporation, a publicly traded Florida corporation (OTCBB: BULH).
Bullhide manufactures a patented proprietary polyurethane material and
has designed a methodology for application of the material which is used
as a coating sealant.  Bullhide manufactures two basic products marketed



                               -9-

<PAGE>


under the trademark Bullhide[R].  Bullhide improved the patented product
formula and stabilized the Bullhide network of licensed distributors.

     The Company spent the last 12 months improving the balance sheet by
cleaning up the outstanding liabilities that Bullhide's prior management'
incurred.  The Company is also working with Bullhide's prior accountants
to get Bullhide fully reporting.  Eagle will continue to market Bullhide
overseas and anticipates generating revenue for the Bullhide product in
both the China and India markets for fiscal 2001.

Fleming Manufacturing Company

     As of October 2000, the Company acquired all of the issued and
outstanding securities of Fleming Manufacturing Company, Inc. ("Fleming
Manufacturing"), a Missouri corporation located in Cuba, Missouri, from
William M. Fleming for an aggregate purchase price of $3,875,000.  The
Company is financing the acquisition by a combination of cash derived
from operations, officer loans, and through the issuance of a promissory
note.

     Fleming Manufacturing has been in business for almost 60 years.  It
is the leader in the manufacture of mobile block equipment and related
products to the concrete products industry.  Fleming Manufacturing makes
a mobile block plant for the production of mortarless block and pavers
on site.  The Company is a major customer of Fleming Manufacturing.

Employees

     As of December 31, 2000, the Company, inclusive of subsidiaries and
joint ventures, had a total of 55 employees broken down as follows: 11
employees at the corporate headquarters, 2 employees for the China
subsidiary, and 42 employees for Fleming Manufacturing Corp.

Competition

     Presently, the Company is unaware of other construction technology
which will withstand environments prone to natural disasters and extreme
weather conditions that commonly occur in the countries in which the
Company has operations.  With the enormous demand for new construction
technologies from developing countries, the Company anticipates
competition at some point in the future.

Government Regulation

     In 2000, the United States Congress passed a bill which granted PRC
permanent Most Favored trade status.  This will allow the local economy
of China to expand more rapidly and enable the Company to reach a wider



                               -10-

<PAGE>



target audience with the IMSI patented block system.  It is anticipated
that PRC will join the World Trade Organization during 2001.

ITEM 2.   PROPERTIES
          ----------

     The Company currently manufactures products at two (2) facilities,
leases five (5) separate facilities for administrative and manufacturing
purposes, and utilizes two (2) offices maintained by joint venture
partners at no cost, as follows:

     Boca Raton, Florida - On February 1, 2001, the Company entered into
a license agreement to lease a 2,100 square foot office facility located
in Boca Raton, Florida for an initial term of twelve (12) months
commencing February 1, 2001, at a cost of $3,900 per month for the
initial term with automatic renewal for a second twelve (12) month term
at $4,095 per month provided that the Company does not terminate the
license agreement within sixty (60) days prior to the expiration of the
initial twelve (12) month term.  This facility serves as the Company's
principal administrative headquarters.  The facility is well maintained
and adequately covered by insurance.  The facility is not unique and
could be replaced, if necessary, at the end of the initial term.

     Washington, D.C. - On February 7, 2001, the Company entered into a
lease agreement for an 1,100 square foot apartment to be utilized as an
office in Washington, D.C. for an initial term of eleven (11) months and
twenty-two (22) days commencing February 7, 2001 at a cost of $3,770 per
month for the initial term with automatic renewal for a second term of
twelve (12) months at $4,524 per month provided that the Company does not
terminate the lease agreement within thirty (30) days prior to the
expiration of the initial term.  The facility is not unique and could be
replaced, if necessary, at the end of the term.

     Greenwich, Connecticut - On August 8, 2000, the Company entered into
a sublease agreement for an 800 square foot office facility located in
Greenwich, Connecticut for an initial term of eighteen (18) months
commencing July 1, 2000, at a cost of $2,500 per month for the initial
term.  The sublease contains no options or other provisions to extend the
initial term.  The facility is not unique and can be replaced at the end
of the initial term.

     Cuba, Missouri - The Company owns a 20,000 square foot manufacturing
and warehouse facility located in Cuba, Missouri (outside St. Louis).
The facility is approximately 35 years old and in good condition.  The
facility encompasses part of the manufacturing operation of Fleming
Manufacturing Company, a wholly-owned subsidiary of the Company.  The
facility is used to manufacture mobile block plants.  The facility has
no room for expansion as demand may necessitate; however, the Company



                               -11-

<PAGE>


also leases an additional 32,000 square foot manufacturing facility
conveniently located adjacent to the owned facility at a cost of $4,000
per month.  The lease is for a ten (10) year term commencing January 1,
2001.  The Company has a right of first refusal to acquire the leased
premises and an option to purchase the leased premises during the initial
ten (10) year term of the lease for the appraised value of the premises.
The facilities leased by the Company are well maintained.  Both
facilities are adequately insured and in substantial compliance with
environmental laws and regulations.

     Mumbai, India - On June 15, 2000, the Company entered into a Lease
and License Agreement for the lease of a factory facility of 10,000
square feet located near Brilad Parkway Station, District Valsad, Mumbai,
India (near Bombay) at a cost of 25,000 Rupees ($555.00 U.S.) per month
for the initial term.  The term of the lease is for 12 months and
commenced June 15, 2000.  The factory is utilized by Eagle Building
Technologies Private Ltd. of India, a wholly-owned subsidiary of the
Company.  The factory is used for the manufacture of Surface Bonding
Cement used in the IMSI Wall System.  Eagle Building Technologies, PL
purchases the other components of the IMSI Wall System from suppliers
located in or near Mumbai.  Eagle Building Technologies, PL is in the
process of securing a larger facility 25KM from Mumbai to make the
logistics of our operation easier.  It is anticipated this will be done
by April 30, 2001.

     Mumbai, India - The Company's wholly-owned subsidiary, Eagle
Building Technologies Private Ltd. of India, maintains its principal
administrative offices in a facility provided by the subsidiary's
Managing Director at no expense to the subsidiary.  The offices are well
maintained and suitable for current operations.

     Mi Yun, China - The Company's wholly-owned subsidiary, Great Wall
New Building Systems, maintains administrative offices in a facility
provided by the Company's Chinese joint venture partner, Chinese Building
Materials Bureau (a government controlled entity) at no expense to the
subsidiary.  The offices are well maintained and suitable for current
operations.

ITEM 3.   LEGAL PROCEEDINGS
          -----------------

     From time to time, the Company may be involved in litigation that
arises in the normal course of business  operations.

     IMSI Shareholders v. Wynn Westmoreland, Eagle Capital International,
     --------------------------------------------------------------------
Ltd., et al.  On July 21, 1999, the Company was named as a defendant
------------
in a derivative action filed on behalf of the shareholders of IMSI,
Inc.  The Company was one of multiple defendants named in the suit



                               -12-

<PAGE>


filed in the Third Judicial District Court for Salt Lake City, Utah.
On September 21, 2000, the court approved a settlement agreement to
favorably resolve all claims against the Company.


     Patronus Industries, L.C. et al. v. Eagle Capital International,
     ----------------------------------------------------------------
Anthony D'Amato, Third Judicial District Court, State of Utah, Civil No.
----------------
000910540.  The complaint alleges that Eagle has failed to issue to
plaintiffs 1,286,400 shares of Eagle common stock.  The complaint also
alleges that Eagle failed to return 250,000 shares of Eagle Preferred A
stock owned by one of the plaintiffs and, if the shares are not returned,
asks for damages of $625,000.  The complaint also seeks damages for any
difference in the market price of Eagle shares between the time when the
shares should have been available to plaintiffs and when they are
actually made available to plaintiffs.  In March 2001, the parties
executed a settlement agreement which favorably resolved all claims
against the Company.


     Clealon B. Mann Family Limited Partnership No. 1 et. al.. v. Wynn
     -----------------------------------------------------------------
Westmoreland et al., Third Judicial District Court, State of Utah, Civil
-------------------
No. 010901263.  The Company was served with a complaint that alleges that
Eagle conspired with Wynn Westmoreland and others to defraud plaintiffs
and seeks an accounting.  The complaint appears to be in large part a
copy of the complaint filed against the same defendants in Integrated
Masonry Systems International et. al. v. Westmoreland et. al., Third
Judicial District Court, State of Utah, Civil No. 990908831 (the "IMSI
Litigation").  The claims against Eagle in that litigation have been
dismissed with prejudice as a result of a settlement agreement between
Eagle and the plaintiffs.  The district court and IMSI's board of
directors approved the settlement.  Further, Mr. Mann voted in his
capacity as an IMSI director and shareholder to approve the settlement
agreement.  Moreover, many of the things complained of have been remedied
either in the settlement agreement or by the subsequent actions of the
board of IMSI.  The Company has filed a Motion to Dismiss the complaint
as the claims are barred by res judicata and the release.  Additionally,
the Company is seeking the imposition of sanctions and attorneys fees as
determined by the Court.


     Eagle Capital International, Ltd. v. Lone Wolf Energy, United States
     -----------------------------------------------------
District Court for the District of Utah, Civil No. 2:00CV988K.  This is
an action brought by the Company to set aside an agreement and settlement
agreement on the grounds of fraud.  Lone Wolf has also filed a subsequent
suit in Oklahoma, Lone Wolf Energy, Inc. v. Eagle Capital International,
                  ------------------------------------------------------
LTD., United States District Court for the North District of Oklahoma,
----
Civil No. 00CV1040K (M) seeking to recover from Eagle the balance due on
the $1,000,000 note issued by Eagle in connection with the settlement
agreement.  In the Utah action, Lone Wolf has moved to dismiss on the
grounds that the action can only be tried in Oklahoma.  If Lone Wolf is



                               -13-

<PAGE>

not successful in getting the Utah action dismissed, Lone Wolf can be
expected to counterclaim for the balance due on the note.  If the Utah
action is dismissed for lack of jurisdiction, Eagle will counterclaim in
Oklahoma raising the same issues it has raised in the Utah action.  No
discovery has occurred in either action, so it is not possible to make
an evaluation of the likelihood of an unfavorable outcome.


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

     On April 25, 2000, proxies were submitted by a majority of the
shareholders of Eagle Capital International, Ltd. approving a change of
the Company name to Eagle Building Technologies, Ltd. It is anticipated
that the name change will take effect in the second quarter of 2001.

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
          --------------------------------------------------------

     The Company's  common stock began trading on the National
Association for Securities Dealers, Inc.'s OTC Bulletin  Board in the
last quarter of 1996, and is currently trading under the symbol "EGCP".
Set forth below is the range of high and low bid information for the
Company's common stock for the two most recent  fiscal years.  This
information represents prices between dealers and does not reflect retail
mark-up or mark-down or commissions, and may not necessarily represent
actual market transactions.

<TABLE>
<CAPTION>

  Fiscal Period                      High Bid       Low Bid
  -------------                      --------       -------
<S>                                  <C>            <C>
  1999:
  -----
  First Quarter..................... $ 2.9375       $ 2.25
  Second Quarter....................   2.25           2.15
  Third Quarter.....................   2.0625         1.875
  Fourth Quarter....................   1.8125         1.625

  2000:
  -----
  First Quarter..................... $ 1.50         $ 1.375
  Second Quarter....................    .8125          .8125
  Third Quarter.....................    .5625          .50
  Fourth Quarter....................    .3125          .25

  2001:
  -----
  First Quarter..................... $ 2.75         $ 2.3125
       (through March 30, 2001)*

</TABLE>

  *  Adjusted for a 1-for-6 reverse stock split effected on February
     9, 2001.


     As of March 30, 2001, there were approximately 563 record holders
of the Company's outstanding Common Stock.  Since additional shares of
the Company's Common Stock are held for stockholders at brokerage firms




                               -14-

<PAGE>


and/or clearing houses, the Company was unable to determine the precise
number of beneficial owners of its Common Stock as of March 31, 2001.

     The Company has never declared or paid cash dividends on its capital
stock and the Company's Board of Directors intends to continue that
policy for the foreseeable future.  Earnings, if any, will be used to
finance the development and expansion of the Company's business.  Future
dividend policy will depend upon the Company's earnings, capital
requirements, financial condition and other factors considered relevant
by the Company's Board of Directors and will be subject to limitations
imposed under Delaware law.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         ---------------------------------------------------------

     The analysis of the Company's financial condition, liquidity,
capital resources and results of operations should be viewed in
conjunction with the accompanying financial statements including the
notes thereto.

General

     The Company was incorporated in Nevada in 1994 under the name IAC,
Inc. In October 1998, the Company changed its name to Eagle Building
Technologies, Inc. During 1998, the Company acquired the assets of IMSI
CapFund, Inc. ("CapFund").  CapFund utilized the IMSI[R] Block System which,
today, through licensing agreements between the Company and IMSI, is the
preferred technology of the Company.

     As of December 31, 2000, the Company controlled and operated several
subsidiaries and joint ventures including Beijing Shaung Long building
Materials Company, Ltd. in China, and Great Wall New Building Systems,
Inc., Bullhide Corporation, Fleming Manufacturing Company, Eagle-Fuller
International, Inc., and Business Dimensions, Inc. in the United States
(See Business Operations of Subsidiaries and Joint Ventures.)

Financial Condition

     At December 31, 2000, the Company had total assets of $15,193,432,
as compared to total assets of $9,799,074 at December 31, 1999; total
liabilities[1] of $10,572,225, as compared to $724,533 in 1999; total



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


[1]  As a result of the Company's investigation in connection with the
     restatement of its 2000 and 2001 financials, the Company believes
     that there may be third parties to whom Anthony D'Amato, the
     Company's former Chairman and CEO, has obligated, or made
     representations purporting to obligate, the Company, or to issue
     equity in the Company without the knowledge or authorization of
     the Company's Board of Directors.  The Company will continue to
     investigate and determine the validity of any such third party
     claims on a case by case basis.  At the time of this filing,
     the Company cannot determine the financial impact, if any, to the
     Company as a result of Mr. D'Amato's actions.




                               -15-

<PAGE>


stockholders' equity of $3,452,459 as compared to $9,074,541 in 1999.
The decline during the year ended December 31, 2000 in stockholders'
equity was the result of operational losses and the impairment of the
value of tangible and intangible assets including the write-down of
goodwill for investments made in Mexico and India subsidiaries in the
amount of $1,714,387 and impairment losses in the amount of $851,363
incurred as a result of the write-down of the company's investments in
Bullhide Corp. due to changes in conditions and assumptions.

Liquidity and Capital Resources

     As of December 31, 2000, the Company had a net cash overdraft of
$439 as compared to cash of $20,326 at December 31, 1999, a decrease of
$20,765. Net cash used in operations was $3,036,867 compared to $638,505
in 1999. The increase in cash used in operations during 2000 as compared
to 1999 was primarily due to losses incurred from operations. During the
year 2000 the Company did not generate cash flow sufficient to meet
operating requirements. The Company funded the deficiency primarily from
short term loans which approximated $7,000,000 at December 31, 2000.

Results of Operations

     REVENUES   Sales for the year ended December 31, 2000, were $857,347
compared to sales of $ 0  in 1999.

     GROSS PROFIT   Gross profits (sales less sales costs) for the year
ended December 31, 2000 were $292,179 compared to gross profit of $ 0
for 1999. The increase in gross profit is directly proportional to the
increase in sales revenue generated by the Company.

     DEPRECIATION AND AMORTIZATION - Due to the amortization of certain
intangible assets (primarily license rights) which began in 2000,
depreciation and amortization for the year 2000 increased to $380,391 as
compared to $ 0  in 1999

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - Selling, general and
administrative expenses were $4,640,604 for the fiscal year ended
December 31, 2000, as compared to $3,374,786 for 1999. The increase in
expenses is due to increased start-up costs and expansion of the Company.

     OTHER EXPENSES - Other expenses are broken down into the following
three (3) areas: interest, loss on sales of securities, and other. The
losses were ($3,036,034), ($52,282) and ($5,275), respectively.  Losses
in these categories were $ 0- for 1999.  The increase in interest expense
is primarily a result of the issuance of common stock for accrued
interest and interest recorded due to beneficial conversion features on
debt and warrants.



                               -16-

<PAGE>


     The Company experienced a net loss of $10,112,219 in 2000 compared
to a net loss of $3,374,786 in 1999.  Of the $10,112,219 net loss, the
Company incurred significant losses due to impairment costs (the write
off of $1,714,387 goodwill in CT India and CT Mexico), the write off of
the Company's carrying value of unconsolidated subsidiaries in the amount
of $851,363, and interest expense and compensation recorded in the total
amount of $3,589,798 as a result of common stock issued for services,
interest and or the recording of beneficial conversion features on debt.


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

     The financial statements required pursuant to this Item 7 are
included in this Form 10-KSB as a separate section commencing on page F-1
and are hereby incorporated by reference into this Item 7.


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

     In May, 2000, the Company changed accountants beginning with the
audit of the financial statements for the fiscal year ended December 31,
1999, from Jones, Jensen & Company, Certified Public Accountants ("JJC")
to Christensen & Duncan, Certified Public Accountants. JJC resigned as
the Company's accountant in or about May 2000 (see Item 13 concerning
filing of Form 8-K in connection with change of accountants).

     The report of JJC on the Company's financial statements for the
fiscal year ended December 31, 1998 did not contain an adverse opinion
or disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope, or accounting principles, except for a going
concern uncertainty.

     In connection with the audit of the Company's financial statements
for the fiscal year ended December 31, 1998, and in the subsequent
interim period, there were no disagreements, disputes, or differences of
opinion with JJC on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures, which,
if not resolved to the satisfaction of JJC would have caused JJC to make
reference to the matter in its report.

     The accounting firm of Christensen & Duncan, Certified Public
Accountants, has audited the Company's financial statements for the
Company's fiscal year ended December 31, 1999 (see item 7 above).

     In November, 2000, the Company again changed accountants beginning
with the audit of the financial statements for the fiscal year ended
December 31, 2000, upon the resignation without disagreement from
Christensen & Duncan, CPA's LC ("C&D") to Tanner + Co., certified public
accountants.  C&D resigned as the Company's independent auditor on
November 28, 2000 (see Item 13 concerning filing of Form 8-K in



                               -17-

<PAGE>


connection with change of accountants).

     The report of C&D on the Company's financial statements for the
fiscal year ended December 31, 1999 did not contain an adverse opinion
or disclosure of opinion, and was not qualified or modified as to
uncertainty, audit scope, or accounting principles, except for a going
concern uncertainty.

     In connection with the audit of the Company's financial statements
for the fiscal year ended December 31, 1999, and in the subsequent
interim period, there were no disagreements, disputes, or differences of
opinion with C&D on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures, which,
if not resolved to the satisfaction of C&D would have caused C&D to make
reference to the matter in its report.

     The accounting firm of Tanner + Co. has audited the Company's
financial statements for the Company's fiscal year ended December 31,
2000 (see item 7 above).




                               -18-

<PAGE>

                            PART III


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

The directors and executive officers of the Company as December 31,
2000[2] are as follows:

<TABLE>
<CAPTION>

Name                     Age       Position
----                     ---       --------
<S>                      <C>       <C>

Anthony D'Amato          31        Chairman and Director

Ralph Thomson            63        Secretary and Director

Andros Savvides          37        Director

Donald Pollock           56        Chief Financial
                                   Officer, Treasurer and
                                   Director

Robert Kornahrens        43        Director

Charles A. Gargano       66        Director

William C. Mango, Jr.    60        Chief Operating Officer
                                   and Director

</TABLE>

     There  are  no  other  significant  employees.   There  are  no
family relationships between the above listed persons, nor is there any
involvement in certain  legal  proceedings.

     The Company's directors serve for a term of one year, or until their
successors shall have been elected and qualified.

     ANTHONY D'AMATO joined the Company in April 1999 as a Director and
has served as Chairman since May 1999. Since June 1, 1999, Mr. D'Amato
has served as President and CEO of the Company. Since May 1997, he has
served as a Director of Drake  Alexander &  Associates, Inc. and was
elected Chairman of the Board of Directors in 1998.  From 1992 to June
1999, Mr. D'Amato held various  positions with KB Electronics, Inc., a
mid-size electronics  manufacturer and served as a director from 1995 to
June 1999.  Mr.  D'Amato has also served as an officer and director of
UC'NWIN  Systems  Corporation,  a publicly traded company since June
1998.

     DR. RALPH THOMSON joined the Company as a director in November,


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

[2]  While the officers and directors set forth in Item 9 accurately
     reflect the officers and directors serving at year end 2000, at
     the time of the filing of this Amendment, the Company's current
     officers and directors are Meyer A. Berman, Dan Curlee, Donald
     Pollock, Samuel Gejdenson, Howard Ash, Bruce P. Mauldin, and
     Paul Emile Desrosiers.




                               -19-

<PAGE>


1998, and was later named Corporate Secretary.  Dr. Thomson's career
spans over thirty years and involves experience in International and
Domestic market development, trade policy, as well as regulatory and
legislative activity.  He is currently the president and CEO of
International Business Catalyst, a firm devoted to International
Marketing, Executive Sales, mergers and acquisitions.  Dr. Thomson has
served as an advisor on employment, economic development, trade and
export issues for the Nixon, Ford, Carter, and Reagan administrations.
Dr. Thomson directed the establishment of Electronic Industry relations
with the governments of Canada, Brazil, Hong Kong, Singapore, Korea, the
Philippines, and India.  Dr. Thomson has Master's Degrees and a PhD in
International Affairs, Economics, and Law & Diplomacy from the Fletcher
School of Law and Harvard University with dissertation under Dr. Henry
Kissinger.

     ANDROS S. SAVVIDES joined the Company as a director in November,
1999.  Mr. Savvides is one of the founders of Excel Group Inc. a large
New York Construction and Engineering firm founded in 1988.  Mr. Savvides
is a leader in many cutting edge industry trends and his company is one
of the few ISO-9000 certified companies in the construction industry.
Mr. Savvides received his B.A. in Computer Science/Business from C.W.
Post College in 1995.

     DONALD POLLOCK joined the Company as Treasurer, Chief Financial
Officer and a director in April, 2000.  Mr Pollock has owned his own
consulting company since early 1999.  Previously, Mr. Pollock was with
JM Family Enterprises, Inc., whose subsidiaries include Southeast Toyota
Distributions, Inc. and World Omni Financial Corp. During his 15-year
tenure with JM, Mr. Pollock was the Vice President of The Dealer
Development Group, Inc., a dealer investment program that he developed
from inception. In addition to overseeing the investments of the various
dealerships, his duties included establishing operating and financial
controls. While with JM, Mr. Pollock was also the Director of Business
Management for Southeast Toyota Distributors, Inc., and held numerous
other executive positions with World Omni Financial Corp. Mr. Pollock
also has an extensive background with Ford Motor Credit Corporation. Mr.
Pollock earned a Bachelor of Science Degree in Economics in 1966 from
Jacksonville University.

     ROBERT P. KORNAHRENS joined the Company as a director in April,
2000.  In 1983, Mr. Kornahrens started Advanced Roofing, Inc., one of the
largest roofing contractors in South Florida with annual revenues in
excess of twenty million dollars.  Prior to 1983, Mr. Kornahrens was
employed in several management positions with Triple M Roofing
Corporation in New York.  Mr. Kornahrens is considered an expert in the
roofing industry and has authored numerous articles that have appeared
in trade and education publications.  Mr. Kornahrens earned a Bachelor
of Science Degree in Business Administration from the University of
Arizona in 1979.

     CHARLES A. GARGANO joined the Company as a director in June, 2000.



                               -20-

<PAGE>


Mr. Gargano is the Chairman and Commissioner of the Empire State
Development Corporation and Vice Chairman of the New York/New Jersey Port
Authority.  He has had a long and distinguished career in public service
as both a Diplomat and an Administrator, following a very successful
career in the private sector as a principal at J.D. Posillico Engineering
and Construction.  He helped build J.D. Posillico from 30 persons in 1963
to over 800 persons in 1978.  He was appointed Deputy Administrator of
the Federal Urban Mass Transportation Administration by President Reagan
in 1981, and then as Ambassador to Trinidad and Tobago from 1988 to 1991.
Chairman Gargano has B.S. and M.B.A. degrees from Fairleigh Dickinson
University and an M.S. in Civil Engineering from Manhattan College.

     WILFRED G. MANGO, JR.  joined the Company in August 2000 as Chief
Operating Officer and Director.  Since 1980, Mr Mango has been Chairman
and CEO of George A. Fuller Company and its parent company, The Fuller
Group, Inc., specializing in major building construction and real estate
development.  Prior to 1980, Mr. Mango held executive positions at ITT
and the Crimmins Companies.  Throughout his career, Mr. Mango has had
extensive international experience.  In recent years, he has concentrated
on business in China, Mexico, Russia, Eastern Europe and other developing
areas.  He has been responsible for billions of dollars of development
and construction work throughout the world.  Mr Mango holds a B.S. degree
from Lehigh University and an MBA from New York University.


ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

The following table sets forth summary compensation information with
respect to compensation paid by the Company to the Chief Executive
Officer of the Company ("CEO") and the Company's four most highly
compensated executive officers other than the CEO, who were serving as
executive officers during the Company's fiscal year ended December 31,
2000.


<TABLE>
<CAPTION>

                        SUMMARY COMPENSATION TABLE
                        --------------------------

               Annual Compensation                                                Long Term Compensation
               -------------------                                    --------------------------------------
                                                                             Awards             Payments
                                                                      -----------------------     ----------
                                                                      Restricted   Securities
Name of Individual                                  Other Annual        Stock       Underlying/     LTIP        All Other
and Principal Position   Year   Salary    Bonus     Compensation(1)    Award(s)    Options/SARs    Payouts     Compensation
----------------------   ----   ------    -----     ---------------    --------    ------------    -------     ------------
<S>                      <C>    <C>       <C>       <C>                <C>         <C>             <C>         <C>
Anthony D'Amato          2000   $  -0-    $ -0-       107,667(2)          -0-          -0-           -0-            -0-
  President              1999   $  -0-    $ -0-       104,167(2)          -0-          -0-           -0-            -0-

</TABLE>

(1)    Other Annual Compensation for all officers and directors was in the
       form of shares of the Company's restricted common stock.

(2)    Pursuant to an Employment Agreement, Anthony D'Amato received 107,667
       shares of the Company's restricted common stock in 2000 valued at
       $310,000  ($2.88 per share), and 112,500 shares of restricted common
       stock in 1999 valued at $168,750 ($1.50 per share).  The issuance of
       shares to Mr. D'Amato have been adjusted to reflect the 1:6 reverse
       stock split.  The Company and Mr. D'Amato dispute amounts paid to Mr.
       D'Amato, and the ultimate amount of compensation paid by the Company
       to Mr. D'Amato cannot be accurately determined at this time.




                               -21-

<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT
          -----------------------------------------------

The following table sets forth, as of the date of this report, certain
information concerning beneficial ownership of the Company's Common Stock
by (i) each person known to the Company to own 5% or more of the
Company's outstanding Common Stock, (ii) all directors of the Company and
(iii) all directors and officers of the Company as a group:


<TABLE>
<CAPTION>

                                                               Shares Beneficially  Percentage
Name & Address                        Position with Company          Owned(1)        of Shares
--------------                       ------------------------  -------------------  -----------
<S>                                  <C>                       <C>                  <C>

Anthony D'Amato
c/o John Dowd, Esq.
Akin, Gump, Strauss, et al.
Robert S. Strauss Building
1333 New Hampshire Avenue, N.W.
Washington, D.C. 20036                   Shareholder                724,493(2)          9.1%


Donald Pollock
c/o Eagle Building Technologies,Inc.     Treasurer, Chief
225 N.E. Mizner Boulevard, Suite 502     Financial Officer
Boca Raton, FL 33432                     and Director               101,000             1.3%


Paul-Emile Desrosiers
c/o Eagle Building Technologies, Inc.
225 N.E. Mizner Boulevard, Suite 502
Boca Raton, FL 33432                     Director                   132,667             1.7%


Dan Curlee
c/o Eagle Building Technologies, Inc.    President, Chief
225 N.E. Mizner Boulevard, Suite 502     Executive Officer
Boca Raton, FL 33432                     and Director                 -0-               -0-


Howard Ash
c/o Eagle Building Technologies, Inc.
225 N.E. Mizner Boulevard, Suite 502
Boca Raton, FL 33432                     Director                     -0-               -0-


Bruce Maudlin
c/o Eagle Building Technologies, Inc.
225 N.E. Mizner Boulevard, Suite 502
Boca Raton, FL 33432                     Director                       770             0.0%


Meyer Berman
c/o Eagle Building Technologies, Inc.
225 N.E. Mizner Boulevard, Suite 502
Boca Raton, FL 33432                     Director                 2,689,266(3)         33.8%


The "Urbina" Group (4)                   Shareholders               524,094             6.6%

_______________________________

All Officers and Directors
as a Group (6)                                                    2,923,703            36.7%

</TABLE>




                               -22-

<PAGE>


(1)    As used herein, the term beneficial ownership with respect to a
       security is defined by Rule 13d-3 under the Securities Exchange Act
       of 1934 as consisting of sole or shared voting power (including the
       power to vote or direct the vote) and/or sole or shared investment
       power (including the power to dispose or direct the disposition of)
       with respect to the security through any contract, arrangement,
       understanding, relationship or otherwise, including a right to
       acquire such power(s) during the next 60 days.  Unless otherwise
       noted, beneficial ownership consists of sole ownership, voting and
       investment rights.

(2)    Includes 621,667 shares held in Mr. D'Amato's name and an additional
       102,826 shares over which Mr. D'Amato maintains control.

(3)    Includes (i) 62,267 shares of Common Stock owned by Meyer A. Berman,
       individually, (ii) 1,064,583 shares of Common Stock owned by M.A.
       Berman Co., (iii) 860,983 shares of Common Stock owned by M.A.
       Berman Partners, LP, (iv) 646,433 shares of Common Stock owned by
       Meyer A. Berman, Individual Retirement Account and (v) 55,500 shares
       of Common Stock owned by Katia Christine, spouse of Meyer A. Berman.

(4)    The Company considers the "Urbina" group to be acting in concert for
       purposes of this Report.  The "Urbina" group consists of the
       following individuals/entities (with shares in parenthesis): ARH
       Family Partnership, Ltd. (32,738); Ray L. Hart Living Trust (537);
       Corey L. Hart (10,000); JDCAN3 Holdings, LP (43,363); John R. and
       Terry E. McLaughlin (72,544); Jun Ming Trading, Ltd. (66,340); Ken
       Taylor (13,170); Last Time Around, L.P. (58,035); Michael Kenoyer
       (112,252); La Patrona Ltd. (61,896); Hill-McVey Family Ltd.
       Partnership (20,029); Paul Faulkner (2,000); Pamposh Zutshi
       (16,667); Guadalupe & Ignacio Lozano (466); Intime LP (10,000);
       Pricilla, Steven & Havilal Maya (1,000); and Martin Slagter (3,056).



COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities
(collectively the "Reporting Persons") to file reports and changes in
ownership of such securities with the Securities and Exchange Commission
and the Company. Based solely upon a review of (i) Forms 3 and 4 and
amendments thereto furnished to the Company pursuant to Rule 16a-3(e),
promulgated under the Exchange Act, during the Company's fiscal year ended
December 31, 2000, and (ii) Forms 5 and any amendments thereto and/or
written representations furnished to the Company by any Reporting Persons
stating that such person was not required to file a Form 5 during the
Company's fiscal year ended December 31, 2000, it has been determined that
Directors Howard Ash, Meyer Berman and Paul-Emile Desrosiers were delinquent
with respect to such person's reporting obligations set forth in Section
16(a) of the Exchange Act.



ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
           ----------------------------------------------------

     In April, 2000, we arranged a line of credit with Republic Security
Financial Corporation in the amount of $225,000.  To secure the line of
credit, Anthony D'Amato, our Chief Executive Officer and President,
provided his personal payment guaranty.  The  line of credit has been
fully paid; however, the availability of the line remains on an "as
needed" basis inclusive of Mr. D'Amato's guaranty.

     The Company operates in China and India while holding additional
licenses for Mexico and Europe pursuant to five (5) licensing agreements
with Integrated Masonry Systems International, Inc.  The Company owns
thirty-eight percent (38%) of the issued and outstanding shares of IMSI.

     During the years ended December 31, 2000 and 1999, the Company
issued 107,667 and 112,500 shares of common stock, respectively, to its
president and chief executive officer for services rendered.  In
addition, the Company issued 157,407 shares of common stock to its
president and chief executive officer during 2000 as payment of amounts
advanced to the Company or compensation.

     During the year ended December 31, 2000, a Director of the Company
pledged preferred A stock as collateral for a loan made to the Company
by a director of the Company.  Per the terms of the note a portion of
these shares could be converted to common stock, at the election of the
note holder in satisfaction of $62,500 of the note.  Because the note
holder elected to accept the shares as payments of debt, the Company has
recorded a capital contribution of $62,500

     In connection with the issuance of notes payable in the amount of
approximately $2,000,000 during the year ended December 31, 2000, the
Company issued 155,834 shares of common stock to the lenders.  The shares



                               -23-

<PAGE>


include an option allowing the holders to put the shares back to the
Company at $7.50 per share.  In addition, the creditors were also issued
options to purchase approximately 67,000 shares at $18 per share.  The
Company and the lenders are disputing the terms of these agreements as
a result of actions taken by the Company's President which were not
disclosed or approved.  The Company has recognized the put option as
additional interest expense of $1,168,748.

     On January 26, 2001, the Company's Board of Directors approved a 1-
for-6 reverse stock split of the Company's common stock effective
February 5, 2001.

     As a result of the Company's investigation in connection with the
restatement of its 2000 and 2001 financials, the Company believes that
there may be third parties to whom Anthony D'Amato, the Company's former
Chairman and CEO, has obligated, or made representations purporting to
obligate, the Company, or to issue equity in the Company without the
knowledge or authorization of the Company's Board of Directors. The
Company will continue to investigate and determine the validity of any
such third party claims on a case by case basis.  At the time of this
filing, the Company cannot determine the financial impact, if any, to the
Company as a result of Mr. D'Amato's actions.

     On May 30, 2002, the Company settled the enforcement action filed
against Eagle by the Securities and Exchange Commission (the "SEC")
without admitting or denying the allegations contained in the SEC
complaint.  As part of the settlement, the Company has consented to the
entry of a final judgment in the form of a permanent injunction against
Eagle enjoining the Company from violating the anti-fraud, periodic
reporting, and record-keeping provisions of the securities laws.






                               -24-

<PAGE>



ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
          REPORTS ON FORM 8-K
          -------------------------------------------

EXHIBIT NO.

3.1         Certificate of Incorporation & Certificates of Amendment
            Thereto of Registrant*

3.2         By-Laws of Registrant*

10.1(a)     Anthony D'Amato Employment Agreement (May 15, 1999 - May 14,
            2001) *

10.1(b)     Anthony D'Amato Employment Agreement (May 15, 1999 - May 14,
            2001)*

10.2        Wilfred C. Mango, Jr. Employment Agreement (August 1, 2000 -
            July 31, 2002) *

10.3        Wilfred C. Mango, Jr. Consulting Agreement (August 1, 2000 -
            July 31, 2002)*

10.4        Ralph Thompson Employment Agreement (May 15, 1999 - May 14,
            2001) *

16.1        Letter of No Disagreement from Christensen & Duncan, CPA's
            LC.*

* Filed with original Form 10-KSB for the period ended December 31, 2000.


REPORTS ON FORM 8-K

     During the fourth quarter ended December 31, 2000, and through the
date of the filing of this Form 10-KSB, the Company filed reports of Form
8-K as follows:

  (1)  On or about November 30, 2000, the Company filed a Report on
       Form 8-K announcing that Christensen & Duncan, CPA's LC
       resigned as the Company's independent accountants.

  (2)  On or about December 4, 2000, the Company filed a Report on
       Form 8-K announcing that the Company had engaged Tanner + Co.
       as the Company's new independent accountants.

  (3)  On or about January 9, 2001, the Company filed a Report on
       Form 8-K/A amending the Forms 8-K filed on or about November
       30, 2000 and December 4, 2000.




                               -25-


<PAGE>


  (4)  On or about January 10, 2001, the Company filed a Report on
       Form 8-K announcing the acquisition of Fleming Manufacturing
       Co., a privately held Missouri corporation that manufacturers
       mobile block pants for the production of mortarless block and
       pavers.

  (5)  On or about January 26, 2001, the Company filed a Report on
       Form 8-K announcing a one-for-six (1:6) reverse stock split of
       the Company's Common Stock effective February 5, 2001.

  (6)  On or about February 9, 2001, the Company filed a Report on
       Form 8-K announcing the appointment of Samuel Gejdenson and
       Meyer A. Berman to the Company's Board of Directors.







                               -26-

<PAGE>


                             SIGNATURES

In accordance with the requirements of Section 13 and 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                           EAGLE BUILDING TECHNOLOGIES, INC. f/k/a
                           EAGLE CAPITAL INTERNATIONAL, LTD.


Dated: July 19, 2002       By:/s/ Dan Curlee
                              ------------------------------------
                           Dan Curlee, President and CEO


In accordance with the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                  Capacity                Date
---------                  --------                ----
<S>                        <C>                     <C>


/s/ Meyer A. Berman        Chairman and            July 19, 2002
-------------------------  Director
Meyer A. Berman

/s/ Dan Curlee             President, CEO,         July 19, 2002
-------------------------  COO and Director
Dan Curlee

/s/ Donald Pollock         Senior Vice President   July 29, 2002
-------------------------  of Manufacturing,
Donald Pollock             Secretary, Treasurer,
                           and Director

/s/ Samuel Gejedenson      Director                July 22, 2002
-------------------------
Samuel Gejedenson



/s/ Howard Ash             Director                July 30, 2002
-------------------------
Howard Ash



/s/ Bruce P. Mauldin       Director                July 19, 2002
-------------------------
Bruce P. Mauldin



-------------------------  Director                ________, 2002
Paul-Emile Desrosiers[3]




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

</TABLE>


[3]  The Company has provided Mr. Desrosiers with an opportunity to review
     information contained in this Report.  As of the date of filing of
     this Report, Mr. Desrosiers has not signed the Report.






                               -27-

<PAGE>


          CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
               PURSUANT TO 18 U.S.C. SECTION 1350

     In connection with the accompanying Annual Report on Form 10-KSB of
Eagle Building Technologies, Inc.. for the period ended December 31,
2001, Dan Curlee, President and Chief Executive Officer, and Don Pollock,
Senior Vice President of Manufacturing, Secretary, Treasurer, and
Director of Eagle Building Technologies, Inc.  hereby certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

     (a)  such Annual Report on Form 10-KSB for the period ended December 31,
          2001, fully complies with the requirements of section 13(a) or 15(d)
          of the Securities Exchange Act of 1934; and

     (b)  the information contained in such Annual Report on Form 10-KSB for
          the period ended December 31, 2001, fairly presents, in all material
          respects, the financial condition and results of operations of Eagle
          Building Technologies, Inc.

                                      EAGLE BUILDING TECHNOLOGIES, INC.


Dated: July 19, 2002                  By:/s/ Dan Curlee
                                         ------------------------------------
                                         Dan Curlee, President and CEO


Dated: August 6, 2002                 By:/s/ Don Pollock
                                         ------------------------------------
                                         Don Pollock, Treasurer




                               -28-

<PAGE>








                       EAGLE CAPITAL INTERNATIONAL, LTD.
                       Financial Statements
                       December 31, 2000 and 1999









<PAGE>
                                            EAGLE CAPITAL INTERNATIONAL, LTD.
                                   Index to Consolidated Financial Statements
=============================================================================







                                                                      Page
                                                                      ----

Report of Tanner + Co.                                                F-2


Report of Christensen & Duncan CPA's                                  F-3


Consolidated balance sheet                                            F-4


Consolidated statement of operations                                  F-5


Consolidated statement of stockholders' equity                        F-6


Consolidated statement of cash flows                                  F-8


Notes to consolidated financial statements                            F-11





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

                                                                          F-1

<PAGE>


                                            INDEPENDENT AUDITORS' REPORT








To The Board of Directors and Stockholders of
Eagle Capital International, Ltd. and Subsidiaries


We have audited the consolidated balance sheet of Eagle Capital
International, Ltd. as of December 31, 2000, and the related consolidated
statements of operations, stockholders' equity and cash flows for the
year then ended.  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 audit.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Eagle Capital International, Ltd. as of December 31, 2000,
and the results of its operations and its cash flows for the year then
ended, in conformity with auditing standards generally accepted in the
United States of America.

As explained in Note 17, the 2000 financial statements have been
restated.





    /S/Tanner + Co.


Salt Lake City, Utah
April 3, 2001, except for Notes 11, 12 and 17 which are
dated July 23, 2002




                                                                          F-2

<PAGE>



                                             INDEPENDENT AUDITORS' REPORT








To the Board of Directors of
Eagle Capital International, Ltd.
(A Development Stage Company)


We have audited the accompanying balance sheet of Eagle Capital
International, Ltd. (a development stage company) as of December 31,
1999, 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.  Our responsibility is to
express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Eagle Capital
International, Ltd. (a development stage company) as of December 31, 1999
and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.



                                /s/CHRISTENSEN & DUNCAN, CPAs LC





May 22, 2000
Salt Lake City, Utah



                                                                          F-3

<PAGE>



                                            EAGLE CAPITAL INTERNATIONAL, LTD.
                                                   Consolidated Balance Sheet

                                                                 December 31,
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       2000         1999
                                                    (Restated)
                                                   --------------------------
<S>                                                <C>           <C>

        Assets
        ------

Current assets:
  Cash                                             $      -      $     20,326
  Accounts receivable, net                             559,415           -
  Inventories                                        1,348,518           -
  Receivable from officer                              688,271           -
  Other current assets                                 236,232           -
                                                   --------------------------
       Total current assets                          2,832,436         20,326

Property and equipment, net                          3,174,811        185,100
Intangible assets, net                               8,482,920      5,690,000
Investment in unconsolidated subsidiaries                 -         3,603,648
Investment in joint venture                            583,119           -
Deposits and other assets                              120,146        300,000
                                                   --------------------------
                                                   $15,193,432   $  9,799,074
                                                   ==========================


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


    Liabilities and Stockholders' Equity
    ------------------------------------

Current liabilities:
  Cash overdraft                                   $       439           -
  Notes payable                                      6,933,373        475,000
  Accounts payable                                   2,194,490         94,173
  Advances from officer                                   -             5,860
  Accrued liabilities                                1,319,255        149,500
  Current maturities of capital lease obligations       73,89       3    -
                                                   --------------------------
       Total current liabilities                    10,521,450        724,533

Capital lease obligations                               23,223           -
Other liabilities                                       27,552           -
                                                   --------------------------
       Total liabilities                            10,572,225        724,533

Commitment and contingencies                              -              -
Redeemable common stock, 155,834 shares issued
  and outstanding                                    1,168,748           -
                                                   --------------------------

Stockholders' equity:
  Preferred stock, class A, $.001 par value,
    10,000,000 shares authorized; 0 and 180,100
    shares issued an outstanding, respectively            -               180
  Preferred stock, class B, $.001 par value,
    10,000,000 shares authorized; 0 and 142,670
    shares issued and outstanding, respectively           -               143
  Common stock $.001 par value, 11,666,667 shares
    authorized; 4,034,243 and 1,183,870 shares
    outstanding, respectively                            4,034          1,184
  Additional paid-in capital and other equity       17,697,898     13,210,288
  Accumulated deficit                              (14,249,473)    (4,137,254)
                                                   --------------------------
       Total stockholders' equity                    3,452,459      9,074,541
                                                   --------------------------
                                                   $15,193,432    $ 9,799,074
                                                   ==========================
</TABLE>


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

                                                                          F-4
See accompanying notes to consolidated financial statements.


<PAGE>



                                            EAGLE CAPITAL INTERNATIONAL, LTD.
                                         Consolidated Statement of Operations

                                                     Years Ended December 31,
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       2000         1999
                                                    (Restated)
                                                   --------------------------
<S>                                                <C>           <C>

Sales                                              $    857,347   $         -

Operating costs:
  Cost of sales                                         565,168             -
  Selling, general and administrative
    expenses                                          4,640,604     3,374,786
  Impairment of goodwill                              1,714,387             -
  Impairment of investments                             851,363             -
  Equity in loss of joint venture                       104,453             -
                                                   --------------------------
       Total                                          7,875,975     3,374,786
                                                   --------------------------

       Loss from operations                          (7,018,628)   (3,374,786)
                                                   --------------------------

Other expense:
  Interest expense                                    3,036,034             -
  Loss on sale of securities                             52,282             -
  Other                                                   5,275             -
                                                   --------------------------
       Total                                          3,093,591             -
                                                   --------------------------

       Loss before income taxes                     (10,112,219)   (3,374,786)


Provision for income taxes                                    -             -

       Net loss                                    $(10,112,219)  $(3,374,786)
                                                   ==========================

Weighted average number of common shares outstanding

  Basic and diluted                                   1,695,000       582,000
                                                   ==========================

Loss per common share

  Basic and diluted                                $      (5.97)  $     (5.80)
                                                   ==========================

</TABLE>




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

                                                                          F-5
See accompanying notes to consolidated financial statements.


<PAGE>

                                            EAGLE CAPITAL INTERNATIONAL, LTD.
                               Consolidated Statement of Stockholders' Equity

                            Years Ended December 31, 2000 (Restated) and 1999
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                              Preferred Stock   Preferred Stock                     Addt'l                      Total
                                  Class A           Class B        Common Stock     Paid-in     Accumulated   Stockholder's
                            Shares     Amount  Shares    Amount  Shares     Amount  Capital       Deficit       Equity
                            -----------------------------------------------------------------------------------------------
<S>                         <C>        <C>     <C>       <C>     <C>        <C>     <C>         <C>           <C>
Balance, January 1, 1999    264,400    $  264        -   $    -    332,986  $  333  $  823,755  $  (762,468)  $      61,884

Issuance of common stock
for cash, net of offering
costs of $97,500                  -         -        -        -    158,333     158     852,342            -         852,500

Issuance of preferred Class
B stock for investments in
unconsolidated subsidiaries       -         -  148,229      148          -       -   8,893,602            -       8,893,750

Issuance of preferred class
B stock for services              -         -   12,093       12          -       -     725,558            -         725,570

Issuance of common stock
for services                      -         -        -        -    305,283     305   1,831,395            -       1,831,700

Conversion of preferred A
stock to common stock       (84,300)      (84)       -        -    210,750     211        (127)           -               -

Conversion of preferred B
stock to common stock             -         -  (17,652)     (17)   176,518     177        (160)           -               -

Shareholders' cash
contributions                     -         -        -        -          -       -      83,923            -          83,923

Net loss                          -         -        -        -          -       -           -   (3,374,786)     (3,374,786)
                            -----------------------------------------------------------------------------------------------

Balance, December 31, 1999  180,100       180  142,670      143   1,183,870  1,184  13,210,288   (4,137,254)      9,074,541

Issuance of common stock
  for cash                        -         -        -        -     179,167    179     447,321            -         447,500

</TABLE>



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

                                                                          F-6

See accompanying notes to consolidated financial statements.


<PAGE>

                                            EAGLE CAPITAL INTERNATIONAL, LTD.
                               Consolidated Statement of Stockholders' Equity
                                                                    Continued

                            Years Ended December 31, 2000 (Restated) and 1999
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                              Preferred Stock   Preferred Stock                     Addt'l                      Total
                                  Class A           Class B        Common Stock     Paid-in     Accumulated   Stockholder's
                            Shares     Amount  Shares    Amount  Shares     Amount  Capital       Deficit       Equity
                            -----------------------------------------------------------------------------------------------
<S>                         <C>        <C>     <C>       <C>     <C>        <C>     <C>         <C>           <C>
Issuance of preferred class
B stock for additional
investment in subsidiary          -         -     4,911       5           -      -      73,663             -          73,668

Issuance of common stock
for additional investment
in subsidiary                     -         -         -       -      56,946     57      85,362             -          85,419

Issuance of common stock
for services                      -         -         -       -     244,750    245     515,380             -         515,625

Issuance of common stock
as payment of debt                -         -         -       -     439,526    440   1,399,560             -       1,400,000

Issuance of common stock
as payments of interest           -         -         -       -     170,284    170     255,255             -         255,425

Conversion of Preferred
A stock  to Common Stock   (180,100)     (180)        -       -     450,250    450        (270)            -               -

Conversion of Preferred
B stock to Common Stock           -         -  (147,581)   (148)  1,309,450  1,309      (1,161)            -               -

Interest expense on
warrants issued
in connection with debt           -         -         -       -           -      -     658,750             -         658,750

Interest expense from
beneficial  conversion
feature on debt                   -         -         -       -           -      -     991,250             -         991,250

Capital contribution              -         -         -       -           -      -      62,500             -          62,500

Net loss                          -         -         -       -           -      -           -   (10,112,219)    (10,112,219)
                            -----------------------------------------------------------------------------------------------
Balance, December 31, 2000
  (Restated)                      -    $    -         -  $    -   4,034,243 $4,034 $17,697,898  $(14,249,473)   $  3,452,459
                            ================================================================================================

</TABLE>


See accompanying notes to consolidated financial statements.



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

                                                                          F-7

<PAGE>



                                            EAGLE CAPITAL INTERNATIONAL, LTD.
                                         Consolidated Statement of Cash Flows

                                                     Years Ended December 31,
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       2000         1999
                                                    (Restated)
                                                   --------------------------
<S>                                                <C>           <C>
Cash flows from operating activities:
  Net loss                                         $(10,112,219) $ (3,374,786)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Impairment of goodwill                          1,714,387             -
      Amortization and depreciation                     380,391             -
      Impairment of equity investment in
        unconsolidated subsidiary                       851,363             -
      Stock issued for services                         515,625     2,557,270
      Stock issued as payments of interest              255,425             -
      Redeemable common stock issued as payment
        of interest                                   1,168,748             -
      Interest expense on warrants issued in
        connection with debt                            658,750             -
      Interest expense from beneficial conversion
        feature on debt                                 991,250             -
      Equity in loss of unconsolidated
        subsidiaries                                    104,453       140,102
      (Increase) decrease in:
         Inventory                                       66,552             -
         Other assets                                   (92,472)            -
      Increase (decrease) in:-
         Accounts payable                                41,589        38,909
         Accrued liabilities                            419,291             -
                                                   --------------------------
            Net cash used in
            operating activities                     (3,036,867)     (638,505)
                                                   --------------------------

Cash flows from investing activities:
  Cash acquired in acquisition                            8,828             -
  Investment in and advances to unconsolidated
    subsidiaries                                       (626,803)            -
  Deposits                                             (100,000)     (300,000)
  Investment in license rights                          (15,000)      (90,000)
  Net advances to officer                              (652,259)            -
  Purchase of property, plant and equipment            (758,619)      (68,000)
                                                   --------------------------
            Net cash used in
            investing activities                     (2,143,853)     (458,000)
                                                   --------------------------

Cash flows from financing activities:
  Proceeds from notes payable                         5,823,850       480,860
  Payments on notes payable                          (1,111,395)            -
  Proceeds from issuance of stock                       447,500       936,423
  Investment in unconsolidated subsidiaries                   -      (300,500)
  Cash overdraft                                            439             -
                                                   --------------------------
            Net cash provided by
            financing activities                      5,160,394     1,116,783
                                                   --------------------------

Net change in cash                                      (20,326)       20,278

Cash, beginning of year                                  20,326            48
                                                   --------------------------

Cash, end of year                                  $          -  $     20,326
                                                   ==========================
</TABLE>


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

                                                                          F-8

See accompanying notes to consolidated financial statements.


<PAGE>



                                            EAGLE CAPITAL INTERNATIONAL, LTD.
                                         Consolidated Statement of Cash Flows

                                                     Years Ended December 31,
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>

                             Supplemental Disclosure of Cash Flow Information

                                                       December 31,
                                           ------------------------------
                                                 2000             1999
                                           ------------------------------
<S>                                        <C>               <C>
Cash paid during the year for

Interest                                   $     189,642     $      3,379
                                           ==============================

Income taxes                               $           -     $          -
                                           ==============================

</TABLE>



Supplemental Disclosure of Non-Cash Transactions

2000
----

*   During the year ended December 31, 2000 the Company acquired
    the assets and liabilities of Fleming Manufacturing Company in
    a purchase transaction.  The transaction required the payments
    of $1,250,000 and the issuance of a note payable of $483,418,
    and the issuance of a convertible note payable of $2,125,000.
    The Company recorded the following:


         Accounts receivable                       $   559,415
         Prepaids                                       22,206
         Inventory                                   1,415,070
         Intangibles                                 1,272,622
         Property, plant and equipment               2,059,137
         Accounts payable                             (253,728)
         Accrued liabilities                          (778,016)
         Debt                                         (447,116)
         Equity                                     (3,858,418)
                                                   -----------
         Net cash acquired                         $    (8,828)
                                                   ===========



*   The Company reclassified an investment in an unconsolidated
    subsidiary of $1,884,787 to goodwill upon the Company
    increasing its investment in the subsidiary to 100% by issuing
    4,911 shares of preferred B stock and 13,613 shares of common
    stock valued at $73,668 and $20,419, respectively.

*   The Company issued 439,526 shares of common stock as payment
    of $1,400,000 of debt.


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

                                                                          F-9

<PAGE>



                                            EAGLE CAPITAL INTERNATIONAL, LTD.
                                         Consolidated Statement of Cash Flows

                                                     Years Ended December 31,
-----------------------------------------------------------------------------

*   Deposits of $300,000 were used to acquire property and
    equipment.

*   The Company converted 180,100 shares of preferred A stock to
    450,250 shares of common stock.

*   The Company converted 147,581 shares of preferred B stock to
    1,309,450 shares of common stock.

*   The Company increased its investment in a joint venture for
    the contribution of $130,000 of equipment.

*   The Company acquired 100% of a subsidiary through the issuance
    of 43,333 shares of Company stock valued at $65,000 and a
    payable of $585,000.  As of December 31, 2000, the value of
    the subsidiary was written off (see Note 4).

*   The Company paid $62,500 of debt through a capital
    contribution made by a director of the company.


1999
----

The Company acquired interests in unconsolidated subsidiaries and license
rights for the following consideration.

<TABLE>
<CAPTION>
                                          Par Value
                          Percentage     Preferred B     Additional
                          Ownership        Stock       Paid-In Capital       Payable          Total
                          ---------------------------------------------------------------------------
<S>                       <C>            <C>           <C>               <C>              <C>

CT Great Wall of China          49%      $    168      $   1,685,082     $     150,000    $ 1,835,250

CT India                        40%           103          1,035,897           150,000      1,186,000


CT Mexico                       49%            57            572,443           150,000        722,500


IMSI licenses                                 560          5,599,440              -         5,600,000
                          ---------------------------------------------------------------------------
</TABLE>



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

                                                                         F-10

<PAGE>

                                            EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements

                                                   December 31, 2000 and 1999
-----------------------------------------------------------------------------

1.   Organization and Summary of Significant Accounting Policies


Organization and Principles of Consolidation


The consolidated financial statements include the accounts of Eagle
Capital International, Ltd. (Eagle) and its wholly-owned subsidiaries.
All significant intercompany account balances and transactions have been
eliminated in consolidation.

The Company is engaged in the business of the manufacture, distribution
and application of technologically advanced building products through a
series of licensing agreements with Integrated Masonry Systems
International, Inc. (IMSI).  The Company also has interests in two other
business segments: the manufacture of protective coatings for truck beds
and other purposes through its investment in Bullhide Corporation and the
market, sale and distribution of doors through its wholly owned
subsidiary Business Dimensions, Inc. and manufacturing and sale of
machinery through Fleming Manufacturing Company.  None of these segments
had significant operations during 2000 or 1999, consequently no segment
data have been reported.

Cash Equivalents

The Company considers all highly liquid temporary investments with an
original maturity of three months or less to be cash equivalents.

Inventories

Inventories are recorded at the lower of cost or market, cost being
determined on the first-in first-out (FIFO) method.

Property and Equipment

Property and equipment are recorded at cost, less accumulated
depreciation.  Depreciation and amortization on capital leases and
property and equipment is determined using the straight-line method over
the estimated useful lives of the assets or terms of the lease.
Expenditures of maintenance and repairs are expensed when incurred and
betterments are capitalized.  Gains and losses on sale of property and
equipment are reflected in operations.


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

                                                                         F-11

<PAGE>


                                            EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


1.   Organization and Summary of Significant Accounting Policies
     Continued

Intangible Assets

Intangible assets consist of license rights to certain production
processes and goodwill.  License rights and goodwill are amortized on the
straight-line method over a twenty year period.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events
or changes in circumstances indicate that the carrying amount of the
assets may not be recoverable through undiscounted future cash flows,
such loss is recognized in the statement of operations.

Revenue Recognition

Revenue is recognized when a valid purchase order has been received,
services have been performed or product has been delivered, the selling
price is fixed or determinable, and collectibility is reasonably assured.

Loss Per Common Share

The computation of basic loss per common share is based on the weighed
average number of shares outstanding during each year.

The computation of diluted earnings per common share is based on the
weighted average number of shares outstanding during the year, plus the
common stock equivalents that would arise from the exercise of stock
options and warrants outstanding, using the treasury stock method and the
average market price per share during the year.  Options to purchase
208,333 and 0 shares of common stock at prices ranging from $12.00 to
$18.00 per share were outstanding at December 31, 2000 and 1999,
respectively, but were not included in the diluted earnings (loss) per
share calculation because the effect would have been antidilutive.



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

                                                                          F-1

<PAGE>

                                            EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


1.   Organization and Summary of Significant Accounting Policies
     Continued

Income Taxes

Income taxes are recorded using the asset and liability method.  Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases
and operating loss and tax credit carryforwards.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled.  The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to
concentration of credit risk consist primarily of receivables.  In the
normal course of business, the Company provides credit terms to its
customers.  Accordingly, the Company performs ongoing credit evaluations
of its customers and maintains allowances for possible losses which, when
realized, have been within the range of management's expectations.

The Company maintains its cash in bank deposit accounts which, at times,
may exceed federally insured limits.  The Company has not experienced any
losses in such accounts and believes it is not exposed to any significant
credit risk on cash and cash equivalents.

Use of Estimates in the Preparation of Financial Statements

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.

Reclassifications

Certain reclassifications have been made to the prior year's financial
statements in order to conform them to the classifications used for the
current year.


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

                                                                         F-13

<PAGE>

                                            EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


2.   Detail of Certain Balance Accounts

<TABLE>
<CAPTION>
                                                       December 31,
                                             -------------------------------
                                                2000                  1999
                                             -------------------------------
<S>                                          <C>                 <C>
Receivables:
     Trade receivables                       $       712,415     $         -
     Less allowance for doubtful
       accounts                                     (153,000)              -
                                             -------------------------------
                                             $       559,415     $         -
                                             ===============================

Inventories:
     Finished goods/purchased parts          $         6,850     $         -
     Work-in-process                                 568,742               -
     Raw materials                                   772,926               -
                                             -------------------------------
                                             $     1,348,518     $         -
                                             ===============================
</TABLE>


3.   Property and Equipment

Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                       December 31,
                                             -------------------------------
                                                2000                  1999
                                             -------------------------------
<S>                                          <C>                 <C>
Equipment                                    $     4,013,098     $   185,100
Furniture and fixtures                               149,056               -
Leasehold improvements                               124,507               -
Transportation equipment                              61,069               -
                                             -------------------------------
                                                   4,347,730         185,100

Less accumulated depreciation
  and amortization                               (1,172,919)               -
                                             -------------------------------
                                             $    3,174,811      $   185,100
                                             ===============================
</TABLE>



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

                                                                         F-14

<PAGE>

                                            EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


4.   Acquisitions
<PAGE>
Fleming Manufacturing Company

On October 1, 2000 the Company acquired the outstanding common stock of
Fleming Manufacturing Company, a maker of cement block production
equipment.  The acquisition was accounted for as a purchase and,
accordingly, the financial statements reflect the results of operations
of Fleming Manufacturing Company since the date of acquisition.  The
purchase price of $3,875,000, financed through short-term debt and
convertible note payable, has been allocated to the assets of the Company
based upon their respective fair market values.  The excess of the
purchase price over the assets acquired has been recorded as goodwill.

The following unaudited pro-forma consolidated results of operations have
been prepared as if the acquisition had occurred at the beginning of
fiscal 2000:

                                                      Pro Forma
                                                      Results of
                                                      Operations
                                                         2000
                                                    ------------

Total revenue                                       $  3,788,489

Total expenses                                        13,862,005
                                                    ------------

Net loss                                            $(10,073,516)
                                                    ============

Net loss per share                                  $      (5.94)
                                                    ============

The pro forma consolidated results do not purport to be indicative
of results that would have occurred had the acquisitions been in effect
for the period presented, nor do they purport to be indicative of future
results.

Bullhide Corporation

During the year ended December 31, 2000, the Company acquired forty-four
percent of Bullhide Corporation, a manufacturer of patented truck bed
liners and other protective coating technologies and methods, for
$201,363.

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

                                                                         F-15
<PAGE>

                                            EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


4.   Acquisitions
     Continued

Bullhide Corporation - Continued

At year end, as a result of continuing losses and significant accumulated
deficits, management believed the Company's investment in Bullhide
Corporation was impaired, and therefore, recorded an impairment loss of
$201,363.

Bullhide Liner of Broward County, Inc. and PolySolutions, Inc.

In March 2000, the Company acquired 100% of Bullhide Liner of Broward
County, Inc. and PolySolutions, Inc. from these Company's common owner
for $650,000.  At year end, as a result of the Company not continuing to
operate these entities, management believed the value of the assets
associated with these two companies was impaired, and therefore, recorded
an impairment loss of $650,000.

Business Dimensions, Inc.

In August 2000, the Company acquired all of the assets of Business
Dimensions, Inc., whose major asset is the license to sell and distribute
doors.  The Company paid no consideration in the acquisition, but may be
required to make certain payments in the future based on specific events.
The results of operations of Business Dimensions, Inc. were not
significant for the year ended December 31, 2000.

Other Acquisitions

During 1999, the Company acquired interests in three companies.  The
ownership interest in each Company and the consideration paid was as
follows:


<TABLE>
<CAPTION>
                                          Par Value
                          Percentage     Preferred B     Additional
                          Ownership        Stock       Paid-In Capital       Payable          Total
                          ----------     -----------   ---------------   -------------    ------------
<S>                       <C>            <C>           <C>               <C>              <C>

Great Wall New
  Building Systems               49%     $     168     $    1,685,082    $     150,000    $  1,835,250

CT India                         40%           103          1,035,897          150,000       1,186,000

CT Mexico                        49%            57            572,443          150,000         722,500

</TABLE>

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

                                                                         F-16

<PAGE>


                                            EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


4.   Acquisitions
     Continued

The preferred B stock issued in connection with the acquisitions was
recorded at a value of $10 per share ($1.00 value of common stock at a
conversion rate of 10 shares of common stock for one share of preferred
B stock).  As the Company's ownership percentage was less than 50% as of
December 31, 1999, the Company used the equity method of accounting for
such acquisitions and recorded its percentage share of the subsidiaries'
losses for 1999 in the accompanying statement of operations.

During the year ended December 31, 2000, the Company's ownership interest
in Great Wall New Building Systems, CT Mexico and CT India increased to
100%, 100%, and 70%, respectively.  Upon changing from the equity method
of accounting to consolidation of Great Wall New Building Systems, CT
Mexico and CT India, the following was recorded:

<TABLE>
<CAPTION>
                               Great Wall
                              New Building
                                Systems        CT Mexico      CT India
                              -------------------------------------------
<S>                           <C>            <C>            <C>
Equipment                     $      2,857   $          -   $           -
China joint venture                550,382              -               -
Other net current assets
  (liabilities)                   (154,671)        55,993          62,250
                              -------------------------------------------

Total                              398,568         55,993          62,250
Goodwill                         1,864,368        625,837       1,088,550
                              -------------------------------------------

Purchase price                $  2,262,936   $    681,830   $   1,150,800
                              ===========================================
</TABLE>

During the year ended December 31, 2000, the Company determined that due
to certain limitations on the license rights acquired through the CT
Mexico and CT India acquisitions (as discussed further in Note 5), the
goodwill recorded in conjunction with these acquisitions of $1,714,387
was deemed to be impaired and written off as of December 31, 2000.


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

                                                                         F-17

<PAGE>

                                            EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


5.   Intangible Assets
<PAGE>
Intangible assets consists of the following:

<TABLE>
<CAPTION>
                                                       December 31,
                                             -------------------------------
                                                2000                  1999
                                             -------------------------------
<S>                                          <C>                 <C>
     Goodwill                                $   3,157,409       $         -
     License rights                              5,705,000         5,690,000
     Accumulated amortization                     (379,489)                -
                                             -------------------------------
                                             $   8,482,920       $ 5,690,000
                                             ===============================
</TABLE>

mortization expense was $379,489 and $0 for the years ended December 31,
2000 and 1999, respectively.

During the year ended December 31, 2000 the Company recorded impairment
of goodwill in the amount of $1,714,387.  The goodwill was purchased in
connection with the acquisition of CT Mexico and CT India.  These
acquisitions were made to obtain license rights to a Company's production
process in Mexico and India.  Subsequent to such, the current management
of the Company discovered that such licenses were not perfected, which
forced the Company to acquire the license rights directly under an
agreement which requires the Company to pay a 4.5% royalty on all sales
with a minimum royalty required.  It also became apparent that the former
management groups of CT Mexico and CT India had not entered into
relationships which would result in sales through subsidiaries.  As a
result, the Company determined the goodwill in CT Mexico and CT India is
impaired and has recorded an impairment in the amount of $1,714,387.


6.   Joint Venture

The Company has entered into a joint venture in the People's Republic of
China for the primary purpose of producing and selling cement building
blocks, bonding cement, polystyrene foam insulation, and related
technical services.  The Company has a fifty-five percent interest in the
joint venture, however, due to the nature of the business environment in
China, the Company is not considered for accounting purposes to exert
significant control and the joint venture is accounted for under the
equity method.



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

                                                                         F-18

<PAGE>


                                            EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------

6.   Joint Venture
     Continued

The following is summary financial information of the joint venture:

<TABLE>
<CAPTION>
                                                    2000            1999
                                               ------------------------------
<S>                                            <C>               <C>
Sales                                          $        2,144    $          -
Cost of sales                                         (13,573)              -
                                               ------------------------------

Gross profit                                          (11,429)              -
Administrative and general expense                    181,785               -
                                               ------------------------------

Loss from operations                                 (193,214)              -
Interest income                                         3,299               -
                                               ------------------------------

Net loss                                       $     (189,915)     $        -
                                               ==============================


Company share of loss                          $     (104,453)     $        -
                                               ==============================

Current assets                                 $       14,281      $        -
                                               ==============================

Noncurrent assets                              $    1,084,793      $        -
                                               ==============================

Current liabilities                            $       38,858      $        -
                                               ==============================

</TABLE>

7.   Notes Payable
<PAGE>
Notes payable consist of the following:

<TABLE>
<CAPTION>

                                                     2000            1999
                                               ------------------------------
<S>                                            <C>               <C>

Bank line of credit agreement which allows
the Company to borrow a maximum amount of
$1,000,000 at an interest rate equal to the
bank's prime rate plus .50% (10% at December
31, 2000).  The line of credit is secured by
accounts receivable, inventory, furniture,
fixtures and equipment                         $     350,000     $          -

</TABLE>


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

                                                                         F-19

<PAGE>


                                            EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


7.   Notes Payable
     Continued

<TABLE>
<CAPTION>

<S>                                            <C>               <C>

Notes payable to individuals and or entities,
due in 2001 with interest at 15%, secured by
Company stock                                     2,225,000                 -

Note payable to acquire Fleming Manufacturing,
due December 31, 2001 with interest at 6.2%,
secured by the assets of Fleming
Manufacturing Company.  Convertible into
common shares at the option of the note
holder for approximately twelve months at a
price which approximates the average price of
the Company's common stock.                       2,125,000                 -

Note payable pursuant to a settlement
agreement to an entity in monthly
installments including interest at 13.5%,
unsecured.                                          850,000                 -

Note payable to an individual in monthly
installments including interest at 6.2%,
secured by property and equipment                   483,418                 -

Convertible note payable to an individual,
due in September 2001 with interest at 10%,
secured by property and equipment                   450,000                 -

Convertible note payable to an entity, due
August 2001 with interest at 4%, unsecured          350,000                 -

Note payable to an entity, due January 2001
with interest at 18%, secured by Company
stock                                                99,955                 -

</TABLE>


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

                                                                         F-20

<PAGE>


                                            EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------



7.   Notes Payable
     Continued
<TABLE>
<CAPTION>

<S>                                            <C>               <C>

Note payable to the Company's president,
due February 2000 with interest at 15%,
this note was converted to common stock                    -          250,000

Note payable to an entity, due January
2000 with interest at 12%, this
note was converted to common stock in 2000                 -          125,000

Note payable to a board member and
shareholder, due March 2000 with
interest at 15%, this note has converted
to common stock in 2000                                    -           50,000

Note payable to an entity, due February
2000 with interest at 12%, this note was
paid in full in 2000                                       -           50,000
                                               ------------------------------
Total notes payable                            $   6,933,373     $    475,000
                                               ==============================
</TABLE>


The Company has a line of credit with a financing company in the amount
of $225,000.  To secure the line of credit, the Company's Chief Executive
Officer and President, provided his personal payment guaranty.  As of
December 31, 2000 there was no outstanding balance on the line of credit.
The availability of the line remains on an as needed basis inclusive of
the guarantee.

8.   Leases

The Company leased certain equipment under noncancelable capital leases
during 2000.  Assets held under capital leases were included in property
and equipment are as follows:

     Machinery and equipment                       $     371,785
     Accumulated amortization                           (187,115)
                                                   -------------
                                                   $     184,670
                                                   =============

Amortization expense on capital leases for the year ended December 31,
2000, was $59,334.


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

                                                                         F-22

<PAGE>

                                             EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


8.   Leases
     Continued

As of December 31, 2000, future minimum payments under capital leases are
as follows:


      Years Ended December 31,                  Amount

             2001                            $    79,455
             2002                                 23,652
                                             -----------

      Total minimum lease payments               103,107
      Lease amounts representing interest          5,991
                                             -----------

      Present value of net minimum lease
        payments                                  97,116
      Less current maturities                     73,893
                                             -----------
                                             $    23,223
                                             ===========


The Company also leases office equipment which is accounted for as an
operating lease.  Monthly lease payments extend through 2002.

Rental expense, for operating leases, charged to operations was $2,148
in 2000.

9.   Income Taxes

The provision for income taxes differs from the amounts which would be
provided by applying the statutory federal income tax rate to net loss
before provision for income taxes for the following reasons:

<TABLE>
<CAPTION>
                                         Year Ended
                                         December 31,
                                     2000            1999
                                 ---------------------------
<S>                              <C>           <C>
Federal income tax
  benefit at statutory rate      $  3,794,000  $   1,265,000

Change in valuation
allowance                          (3,794,000)    (1,265,000)
                                 ---------------------------
                                 $          -  $           -
                                 ===========================
</TABLE>


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

                                                                         F-22

<PAGE>

                                             EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------

9.   Income Taxes
     Continued

Deferred tax assets (liabilities) at December 31, 2000 and 1999 are
comprised of the following:

<TABLE>
<CAPTION>
                                             2000             1999
                                          ---------------------------
<S>                                       <C>             <C>

Net operating loss carry forward          $ 4,317,000     $ 1,500,000
Depreciation and amortization                 (42,000)              -
Goodwill impairment                           643,000               -
Investment impairment                         319,000               -
Allowance for doubtful accounts                57,000               -
                                          ---------------------------
                                            5,294,000       1,500,000

Less valuation allowance                   (5,294,000)     (1,500,000)
                                          ---------------------------
                                          $         -     $         -
                                          ===========================
</TABLE>


A valuation allowance has been recorded for the full amount of the
deferred tax asset because it is more likely than not that the deferred
tax asset will not be realized.

At December 31, 2000, the Company has approximately $11,512,000 of net
operating loss carryforwards to offset future taxable income.  These
carryforwards begin to expire in 2019.


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

                                                                         F-23

<PAGE>

                                             EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


10.  Commitments and Contingencies

Royalty Agreements

During the year ended December 31, 2000 the Company settled litigation
with an entity concerning certain license rights.  Under the terms of the
settlement the entity agreed to ratify licenses previously granted to the
Company for China, India and Mexico for a one time license fee of $25,000
each.  In addition, the entity agreed to issue the Company a license for
Southern Europe for a license fee of $50,000, and to recognize a previous
license for Romania granted to a Company investee.  The settlement
agreement requires the Company to pay a royalty of 4.5% of gross revenues
from licensed products, with approximate minimum royalties as follows:


           Year Ending December 31,                    Amount
           ------------------------                 ------------

                    2001                            $   225,000
                    2002                            $   360,000
                    2003                            $   360,000
                    2004                            $   360,000
                    2005                            $   360,000

Total royalty expense was $226,714 and $0 in 2000 and 1999, respectively.

Employment Agreements

The Company has employment agreements with its president and chief
executive officer and with other employees which expire at various dates
from May 2001 through July 2002.  The agreements may be renewed upon
mutual consent of both parties.  The agreements provide for base
salaries, bonuses and certain other incentives.  The agreements also
provide for severance benefit at the time of termination unless
termination is for cause , lack of performance, resignation, or by reason
of death.

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

                                                                         F-24

<PAGE>

                                             EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


11.  Stock Options and Stock-Based Compensation

A summary of the stock options are as follows:

<TABLE>
<CAPTION>
                                            Number of         Range of
                                             Options       Exercise Prices
                                         ---------------------------------
<S>                                      <C>               <C>

Outstanding at December 31, 1999                     -      $            -
     Granted                                   208,333       12.00 - 18.00
                                         ---------------------------------

Outstanding at December 31, 2000               208,333      $12.00 - 18.00
                                         =================================
</TABLE>


The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation.  Accordingly, no compensation cost has been recognized in
the financial statements for stock options granted to employees.  Had
compensation cost for the Company's stock option plans been determined
based on the fair value at the grant date consistent with the provisions
of SFAS No. 123, the Company's net loss and loss per share would have
been as indicated below:

<TABLE>
<CAPTION>
                                               Years Ended December 31,
                                          --------------------------------
                                               2000                1999
                                          --------------------------------
<S>                                       <C>                <C>

Net loss - as reported                    $  (10,112,219)    $  (3,374,786)
Net loss - pro forma                      $  (10,807,754)    $  (3,374,786)
Loss per share - as reported              $        (5.97)    $       (5.80)
Loss per share - pro forma                $        (6.38)    $       (5.80)

</TABLE>

The fair value of each option granted is estimated on the date of grant
using the Black-Scholes option pricing model with the following
assumptions at December 31, 2000:

Expected dividend yield                             $         -
Expected stock price volatility                             61%
Risk-free interest rate                                    6.0%
Expected life of options                              3-5 years
                                                    ===========

There were no stock options outstanding during the year-ended December
31, 1999.

The weighted average fair value of options granted during 2000 was
$13.92.


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

                                                                         F-25

<PAGE>
                                             EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------

11.  Stock Options and Stock-BasedCompensation
     Continued

The following table summarizes information about stock options
outstanding at December 31, 2000:

<TABLE>
<CAPTION>
                       Options Outstanding                    Options Exercisable
             ----------------------------------------------------------------------
                             Weighted
                              Average
                             Remaining      Weighted                   Weighted
 Range of                   Contractural    Average                    Average
 Exercise      Number           Life        Exercise      Number       Exercise
  Prices     Outstanding      (Years)         Price     Exercisable      Price
-----------------------------------------------------------------------------------
<S>          <C>            <C>             <C>         <C>            <C>

$      12.00     141,667        2.19        $   12.00       141,667    $      12.00
       18.00      66,666        4.82            18.00        66,666           18.00
-----------------------------------------------------------------------------------
$12.00-18.00     208,333        3.03        $   13.92       208,333    $      13.92
===================================================================================

</TABLE>

12.  Redeemable Common Stock

In connection with the issuance of notes payable in the amount of
approximately $2,000,000 during the year ended December 31, 2000, the
Company issued 155,834 shares of common stock to the lenders.  The shares
include an option allowing the holders to put the shares back to the
Company at $7.50 per share.  In addition, the creditors were also issued
options to purchase approximately 67,000 shares at $18 per share.  The
Company and the lenders are disputing the terms of these agreements as
a result of actions taken by the Company's President which were not
disclosed or approved.  The Company has recognized the put option as
additional interest expense of $1,168,748.

13.  Related Party Transactions

During the years ended December 31, 2000 and 1999, the Company issued
107,667 and 112,500 shares of common stock, respectively, to its
president and chief executive officer for services rendered.  In
addition, the Company issued 157,407 shares of common stock to its
president and chief executive officer during 2000 as payment of amounts
advanced to the Company or compensation.

The Company has a line of credit in the amount of $225,000 that is
guaranteed by the Company's Chief Executive Officer and President.  As
of December 31, 2000, the line of credit had no outstanding balance;
however, the availability of the line remains on an as needed basis
inclusive of the guaranty.


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

                                                                         F-26

<PAGE>
                                             EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


13.  Related Party Transactions
     Continued

The Company operates in China and India while holding additional licenses
for Mexico and Europe pursuant to five (5) licensing agreements with
Integrated Masonry Systems International, Inc. (IMSI).  The Company owns
thirty-eight percent (38%) of the issued and outstanding shares of IMSI.

During the year ended December 31, 2000, a Director of the Company
pledged preferred A stock a collateral for a loan made to the Company.
Per the terms of the note a portion of these shares could be converted
to common stock, at the election of the note holder in satisfaction of
$62,500 of the note.  Because the note holder elected to accept the
shares as payments of debt, the Company has recorded a capital
contribution of $62,500

14.  Fair Value of Financial Instruments

The Company's financial instruments consist of cash, receivables,
payables and notes payable.  The carrying amount of cash, receivables and
payable approximates fair value because of the short-term nature of these
items.  The carrying amount of the notes payable approximates fair value
as the individual borrowings bear interest at floating market interest
rates in aggregate.

15.  Recent Accounting Pronouncements

SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, was issued in June 1998 and amended by SFAS No. 138, issued
in June 2000.  The requirements of SFAS No. 133, as amended, will be
effective for the Company in the first quarter of the fiscal year
beginning January 1, 2001.  The standard establishes accounting and
reporting standards for derivative instruments embedded in other
contracts and for hedging activities.  Under the standard, certain
contracts that were not formerly considered derivatives may now meet the
definition of a derivative.  The Company has determined SFAS 133 to have
no material impact on the Company's financial position and results of
operations.


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

                                                                         F-27

<PAGE>

                                             EAGLE CAPITAL INTERNATIONAL, LTD.

                                   Notes to Consolidated Financial Statements
                                                                    Continued
-----------------------------------------------------------------------------


15.  Recent Accounting Pronouncements
     Continued

SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets
and Extinguishment of Liabilities, was issued in September 2000.  SFAS
No. 140 is a replacement of SFAS No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities.  Most
of the provisions of SFAS No. 125 were carried forward to SFAS No. 140
without reconsideration by the Financial Accounting Standards Board
(FASB), and some were changed only in minor ways.  In issuing SFAS No.
140, the FASB included issues and decisions that had been addressed and
determined since the original publication of SFAS No. 125.  SFAS No. 140
is effective for transfers after March 31, 2001.  Management does not
expect the adoption of SFAS No. 140 to have a significant impact on the
financial position or results of operations of the Company.

16.  Reverse Stock Split

On February 2, 2001, the Company effected a one-for-six reverse stock
split of the Company's common stock, reducing the authorized shares
from 70,000,000 to 11,666,667.  Par value of the common stock will
remain $.001 per share.  All the references to the number of common
shares and per share amounts have been restated to give retroactive
effect to the stock split for all periods presented.


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

                                                                         F-28

<PAGE>


17.  Restatement of Financial
     Statements

During February, 2002 the Company became aware that its' Chairman of the
Board of Directors and former President had prepared fraudulent documents
to misrepresent the revenues, costs and cash associated with operations
conducted by a subsidiary in India and concerning certain loans and stock
transactions.  This resulted in the Company's financial statements being
restated as of December 31, 2000 as follows:

<TABLE>
<CAPTION>

                                            As Reported       As Restated
                                            ------------------------------
<S>                                         <C>               <C>

Revenue                                     $ 3,354,847       $    857,347

Cost of sales                               $ 1,736,434       $    565,168

Selling, general and
  administrative expense                    $ 4,953,680       $  4,640,604

Impairment of investments                   $   201,363       $    851,363

Interest expense                            $   325,607       $  3,036,034

Net loss                                    $(5,738,634)      $(10,112,219)

Net loss per share - basic
  and diluted                                     (3.39)             (5.97)

Cash / cash overdraft                       $   717,847       $       (439)

Property and equipment                      $ 3,199,811       $  3,174,811

Notes payable                               $ 3,258,373       $  6,933,373

Accounts payable                            $ 1,609,490       $  2,194,490

Accrued liabilities                         $ 1,204,954       $  1,319,255

Receivable (advances) from officer          $  (719,479)      $    688,271

Redeemable common stock                     $         -       $  1,168,748

Common stock                                $     3,311       $      4,034

</TABLE>



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

                                                                         F-29

<PAGE>



17.  Restatement of Financial Statements
     Continued

<TABLE>
<CAPTION>

                                            As Reported       As Restated
                                            ------------------------------
<S>                                         <C>               <C>
Additional paid-in capital                  $16,078,621       $ 17,697,898

Convertible note / equity
  instrument                                $ 2,125,000       $          -

Accumulated deficit                         $(9,875,888)      $(14,249,473)

Stockholders' equity                        $ 8,331,044       $  3,452,459

Total assets / liabilities and equity       $15,248,008       $ 15,193,432

Options and warrants outstanding                   None        See Note 11

</TABLE>

As a result of these actions and other misrepresentations made by the
Company's President, the Company has significant litigation and claims
and may have undisclosed and unasserted claims and litigation that could
be significant.  Management is unable to estimate the amount of any such
claims or the likelihood of an unfavorable outcome.



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

                                                                         F-30

<PAGE>