UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                    For the fiscal year ended August 31, 2001

                           Commission File No. 0-24506


                         DELTA-OMEGA TECHNOLOGIES, INC.
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Colorado                                             84-1100774
 ------------------------------                            --------------------
(State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification Number)

          102-A Burgess Drive
          Broussard, Louisiana                                   70518
 --------------------------------------                         --------
(Address of principal executive offices)                       (Zip code)

                                 (337) 837-3011
               --------------------------------------------------
              (Registrant's telephone number, including area code)

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

           Securities registered pursuant to Section 12(g) of the Act:
                          $.001 par value common stock

Indicate by check mark whether the Company (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 shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                               Yes  X  No
                                  -----  -----

Indicate by check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and no disclosure
will be contained, to the best of the Company's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-KSB or any amendments to the Form 10-KSB. [X]

Company's revenues for its most recent fiscal year. $740,413

As of October 31, 2001, 22,379,034 shares of common stock, $.001 par value, were
outstanding, and the aggregate market value of the common stock held by
non-affiliates of Delta-Omega Technologies, Inc. was approximately $443,560 on
that date.

Documents incorporated by reference:
The definitive proxy statement for the annual meeting of shareholders which will
be filed with the Commission within 120 days after the close of the fiscal year
is incorporated by reference into Part III.

Please see item 13 for the exhibit index.

<PAGE>



                                     PART I.
Item 1. Business
----------------

GENERAL
-------

Delta-Omega Technologies, Inc. (Delta-Omega) was organized under the laws of the
state of Colorado on December 22, 1988 as Barclay's West, Inc. In November 1989,
the Company acquired, via a share exchange agreement, all of the outstanding
securities of Delta-Omega Technologies, Ltd. and on December 22, 1989, changed
its name from Barclay's West, Inc. to Delta-Omega Technologies, Inc. to reflect
the acquisition.

Prior to fiscal 1993, Delta-Omega was a development stage company whose main
objective was to conduct research and development commencing in fiscal 1993. The
Company had essentially completed a majority of the research, development and
testing of its primary products and commenced its marketing efforts. The Company
continues to incur research and development costs to further develop its primary
products into different markets.

SPECIALTY CHEMICALS
-------------------

Delta-Omega Technologies, Ltd. is engaged in the development, manufacture and
marketing of environmentally safe specialty chemicals for use in a variety of
consumer, industrial, aviation and petrochemical applications. These products
are deemed to be environmentally safe because they are water-based, non-toxic
and biodegradable. These products replace hazardous, flammable, toxic and ozone
depleting chemicals in a broad range of cleaning and emergency response
applications. Delta-Omega is developing proprietary products and processes that
address large markets where there is limited environmentally safe competition or
few or no existing products that provide effective performance.

     SafeScience
     -----------

     On January 5, 2001 the Company and SafeScience entered into an agreement
     concerning the sale of certain proprietary formulations for the household
     goods market developed by the Company and produced exclusively for
     SafeScience. The agreement granted all rights, title and interest to
     certain consumer cleaning formulas and all instructions, procedures,
     know-how and other information necessary for the manufacture thereof to
     SafeScience, Inc. In return for these formulas, SafeScience, Inc paid
     $100,000 in cash to the Company, forgave the $150,000 promissory note to
     SafeScience dated May 14, 1999, was to pay royalties quarterly on 2% of net
     sales for all products produced from the SafeScience Consumer Cleaning
     Formulas for four (4) years from the date of inception and issued to the
     Company $200,000 worth of its common stock based on the closing price of
     SafeScience's common stock on January 5, 2001. The agreement also grants
     the Company the right to lease certain bottling equipment, owned by
     SafeScience and located in the Company's facility, for a period of five (5)
     years. As part of the agreement, the Company granted to SafeScience, Inc.
     100,000 shares of its common stock on February 16, 2001.

                                       2

<PAGE>


     On January 22, 2001 SafeScience, Inc. closed its Industrial and
     Institutional Operations and on February 23, 2001 announced the
     discontinuation of marketing its consumer line of products.

     Oilfield Products
     -----------------

     The Company recently introduced a line of products to serve the needs of
     the oil, gas exploration and production industries. This line of products
     includes degreasers, paraffin cutters, downhole tubing and casing cleaners
     and marine transportation storage vessel cleaning compounds. The
     multi-functional properties of these products allow the customer greater
     flexibility by reducing cleaning time, minimizing storage requirements,
     enhancing worker safety and lessening environmental liabilities.

     On April 17, 2001, the Company announced that it entered into a joint
     venture with King Worldwide, Inc. to form King-Delta Technologies, Inc. The
     joint venture will offer clients the combined strengths of proprietary
     chemical and management service solutions. Its first project is expected to
     be in Latin America to recover valuable energy from hydrocarbon wastes.
     King-Delta Technologies, Inc. will offer clients in the petroleum refining,
     petrochemical and chemical industries specialized chemicals, process
     design, environmental control and project management. It is preparing its
     first sole-source proposal to a major company to address recycling,
     recovery and re-use of valuable hydrocarbons from waste streams generated
     by refining operations. Working with actual samples from the collection
     source, it has demonstrated a consistent ability to reduce the volume of
     residual waste by 70%, while recovering nearly 50% of the valuable
     hydrocarbon content.

     King Worldwide, Inc. is a privately held company based in Houston, Texas
     which provides independent management services internationally on capital
     projects, technology commercialization, and human development. It is an
     associate company of Robert A. King, Inc (RAKI). Robert A. King founded
     both RAKI and earlier King-Wilkinson. It has associated offices worldwide
     including King Mexicana S.A. de C.V. in Mexico. King and its associates
     have worked with more than 300 clients, completing over 200 projects, in 45
     countries, totaling over US $30 billion in investments and are currently
     working on projects in Mexico with total capital investments worth over US
     $1.5 billion.

     Solvent Replacement Products
     ----------------------------

     DOT 111/113(TM) is a water-based, non-toxic, biodegradable, patented
     cleaning solution for use on metal and other hard surfaces. The product can
     replace chlorinated solvents scheduled for elimination under the U.S. Clean
     Air Act and other environmentally objectionable cleaning solvents in
     specific cleaning applications. It is used to remove hydrocarbon and other
     organic residue as well as inorganic material from surfaces and is
     non-corrosive to a wide array of metals, plastics, rubber and other

                                       3

<PAGE>


     materials. It conforms to NASA test protocol for use in cleaning liquid
     oxygen systems and is accepted by the U.S. Navy as a pre-cleaner for oxygen
     systems. It is also used to clean outer surfaces of aircraft and bare metal
     prior to painting among many other general uses. Airlines headquartered in
     the United States as well as South American national airlines have begun to
     use DOT 111/113(TM) to wash the exteriors of aircraft.

     ATTAR(TM) is a series of water-based products designed to address the needs
     of the metalworking and the aviation industries for a heavy-duty,
     biodegradable, environmentally safe cleaner/degreaser. This product is
     designed to complement the light to medium duty cleaner, DOT 111/113(TM),
     and is designed to be a safe alternative to ozone-depleting chemicals and
     flammable, hazardous solvents used to remove heavy baked-on oils, synthetic
     lubricants and carbon deposits. The product is non-corrosive to a wide
     variety of metals, metal alloys, painted surfaces, plastics and other
     similar materials. The base formulation is highly versatile and can be
     modified to meet specific cleaning requirements. In the last year, sales of
     ATTAR(TM)C have been made into the semiconductor manufacturing industry
     both in the United States and Japan.

     Institutional and Industrial Products
     -------------------------------------

     Omni-Clean(TM) SD is a multi-use product that is water-based, non-toxic and
     biodegradable and designed to address the specific needs of the
     institutional and industrial markets. It creates no adverse health effects
     for users. Its uses include cleaning pots and pans, floors, laundry as well
     as general purpose cleaning. Omni-Clean(TM)SD can reduce chemical use
     hazards (including associated liability) and increase safety and efficiency
     while reducing costs. This product has been USDA accepted for certain uses
     and is presently being sold to hotels, restaurants, fast food chains,
     laundry services, oilfield and janitorial service companies.

     Omni-Clean(TM)SD is also used by the barge and tank industry to clean
     various residuals from storage vessels. It significantly reduces the amount
     of washwater used in the cleaning process. Its unique cleaning properties
     displace the contaminant from the vessel wall and phase separate them
     allowing the waste to be skimmed from the surface and the product to be
     reused. This product has no constituents reportable under federal
     guidelines.

     DOT Degreaser was developed to compete with low-end oilfield cleaners and
     degreasers. DOT Degreaser contains no reportable quantities of regulated
     chemicals and does not produce oily residues that dissolve into water,
     creating potential discharge problems. It is biodegradable, non-flammable
     and has a high tolerance for metals usually found in oilfield production
     water. It is clean-rinsing and is not harmful to personnel or equipment
     (painted or unpainted). DOT Degreaser can be applied in a broad spectrum of
     oilfield and maritime uses, including removal of API modified pipe dope
     used in drilling operations.

                                       4

<PAGE>


     Firefighting and Spill Response
     -------------------------------

     Vulcan(TM) is a foam concentrate product line used to combat flammable
     liquid and petroleum fires. These products are non-toxic and non-corrosive
     and are successful in mitigating the threat of fire and explosion while
     introducing no new contaminants to the local environment. This is
     accomplished through the formation of a lasting, stable, heat resistant
     foam blanket which excludes oxygen from the burning flammable liquids. The
     products have a low surface tension, which allows them to penetrate into
     cracks and crevices and cling to surfaces, forming a thick foam blanket on
     vertical, curved and horizontal surfaces. These products can be used
     effectively on petroleum, alcohol, and other flammable liquid fires. Many,
     if not all, of the commercially available firefighting foams dissolve
     significant amounts of hydrocarbons into water, thereby enhancing the
     spread of contaminants into the local environment, which must then be
     remediated at significant costs. Vulcan(TM) foams encapsulate hydrocarbons
     thus preventing their spread. Most of the fire fighting foams currently
     used today contain chemicals which are reportable under federal guidelines,
     while the Vulcan(TM) products do not. Two (2) Vulcan(TM) firefighting foam
     concentrates earned Underwriters Laboratories (UL) listings in December of
     1995. In May of 1998, the Company earned UL listings for six (6) more
     products in the Vulcan(TM) line. With the issuance of the new listings, the
     Company now offers a complete selection of firefighting foam concentrates
     to the emergency response community.

     HazClean(TM)-ER is a patented formulation used by first responders and
     HazMat teams to mitigate the dangers posed by spilled hydrocarbons. It is
     accepted for use by the Louisiana Department of Environmental Quality in
     responding to hydrocarbon spills and contamination. The product mixes with
     hydrocarbons when applied with water and suppresses dangerous vapors thus
     mitigating the threat of fire and explosion. HazClean(TM)-ER enhances the
     bioremediation of contacted hydrocarbon contaminants; which is generally
     the most cost effective remediation practice for the low levels of
     hydrocarbons typically encountered in post spill scenarios. The use of
     emergency response agents such as HazClean(TM)-ER introduce no new
     contamination while promoting the natural biological decay of hydrocarbons
     which lowers cleanup costs.

     The firefighting and spill response product formulations were used as
     collateral by the Company when it negotiated a convertible loan note with
     one of its international emergency response customers. The noteholder
     elected to take possession of the collateral on May 15, 2001, and
     subsequently initiated discussions with the Company with regards to
     allowing the Company to continue representing the product formulations
     under Manufacturing and Distribution agreements. Management feels that
     these negotiations will favorably conclude, but if no agreement is reached,
     the Company will be negatively impacted with the loss of its ability to
     market the formulations included in the collateral package.

                                       5

<PAGE>
<TABLE>
<CAPTION>


     Soil Remediation Chemicals
     --------------------------

     CreoSolv(TM) is a product designed to remove polynuclear aromatic
     hydrocarbons (like creosote) and other similar hydrocarbons from most
     surfaces, especially soil, and is used in conjunction with a mechanical
     soil washing process. The CreoSolv(TM) solution is mixed with the
     contaminated soil which solubilizes the contaminant into the liquid
     solution. The liquid is separated from the soil and the contaminant is
     recovered from the liquid solution by chemical and physical means for
     disposal or in some cases recycling. The cleaned soil can be returned to
     the site.

     HazClean(TM)-SR can be used in conjunction with a mechanical soil washing
     process or in land farming techniques. Currently, efforts to remediate
     hydrocarbon contamination from soil include, among others, removal of
     polluted materials to a "less sensitive" location and/or incineration.
     These methods do not always eliminate pollution permanently, may not be
     cost effective and may result in undesirable side effects and potential
     future liability.

     HazClean(TM)-SR can be applied directly to the ground or tilled soil. The
     product encapsulates the hydrocarbons thus preventing their spread. The
     product contains nutrients that enhance natural biodegradation. The
     Company's process is designed for remediation of hydrocarbon contamination
     from soil, limestone, gravel or other materials used in parking lots,
     access roads and storage yards.

SPECIAL SERVICES
----------------

The Company supplies Petroleum Chemicals, Inc. (P.C.I.), a Gulf coast oil
industry supply company, with custom blending and packaging services. A
relationship that began in fiscal year 1999 is currently generating over
$150,000 in revenues annually. Management feels that P.C.I. will continue to
expand its presence in the active drilling areas of coastal Louisiana and Texas,
resulting in increased sales.

MARKET SEGMENT DATA
-------------------

Total product sales for the year ended August 31, 2001 were $740,413 as compared
with total product sales for the year ended August 31, 2000 of $1,303,335.

                Product Sales For the Fiscal Years Ended August, 1997 through 2001

                                     2001          2000         1999          1998         1997
                                     ----          ----         ----          ----         ----
<S>                               <C>           <C>          <C>           <C>          <C>
Solvents & Cleaners               $  330,451    $  407,391   $  633,921    $  569,085   $1,243,657
Firefighting & Spill Response        262,344       398,187      385,022       279,779      203,276
Oilfield Products                    147,618       196,036      254,857       328,641        9,589
                                                   301,721      177,954          --           --
SafeScience                       ----------    ----------   ----------    ----------   ----------
Total                             $  740,413    $1,303,335   $1,451,754    $1,177,505   $1,456,522
                                  ==========    ==========   ==========    ==========   ==========

                                                 6
</TABLE>

<PAGE>




MARKETS
-------

     Specialty Chemicals
     -------------------

     The Company's products are marketed as safe and economical replacements for
     hazardous chemicals. Industries targeted are aviation, electronics,
     automotive, marine, metal fabrication, food processing, janitorial,
     oilfield, barge and tank cleaning, firefighting, hazardous spill response
     and soil remediation.

     The Company markets its products through regional or nationally recognized
     distribution organizations, via private label arrangements and through
     direct customer contact with its own sales force.

     The Company prices its products competitively and, in some cases, below the
     price of existing products and methods. The products are also promoted as
     cost savers through the reduction of current and future environmental
     liabilities and reducing, or in some cases eliminating the health hazards
     to employees.

     The Company's products have been gaining acceptance in markets where
     governmental policy, public safety and economics are mandating changes from
     presently used products and services. By gaining regulatory agency
     acceptance for the use of the Company's products in specialized fields
     where available products and technology are limited and sometimes costly,
     the Company's products and their uses are becoming more attractive to
     end-users and to distributors for sales to end-users.


     Oilfield Products
     -----------------

     The Company manufactures a line of products that serve needs of the oil and
     gas exploration and production industries. This line of products includes
     degreasers, paraffin cutters, downhole tubing and casing cleaners and
     marine transportation storage vessel cleaning compounds. These products are
     marketed to oilfield service companies, specialized chemical companies and
     drilling and refinery cleaning companies. Historically, the Company has
     made most of its sales to chemical and cleaning contractors located in the
     Gulf of Mexico region.

     Industrial and Institutional Markets
     ------------------------------------

     The Company continues to expand its industrial and institutional cleaning
     market. Specifically, the Company has entered the fleet maintenance market
     and is now supplying products to Ryder-ATE, Houston Metro, Nalco Fleet
     Lines and TexGas. Also the Company entered the concrete cleaning and stone
     restoration markets. These products have been accepted by FMB Property
     Management Company, the Texas Medical Center and several cemetery
     organizations. These materials are also being evaluated by other property

                                       7

<PAGE>


     management companies as well as several international organizations and
     cemetery conglomerates. The Company's materials offer safe, effective
     alternatives to the solvent, caustic and acid based materials currently
     being utilized in the marketplace.

RAW MATERIALS
-------------

Basic raw materials used by the Company in the formulation of finished products
include a wide variety of surfactants, acids, alkalines, salts and solvents.
Approximately sixty compounds are purchased from manufacturers or distributors
that supply the chemical industry. Most of the raw materials used by the Company
are available on a worldwide basis and are not subject to shortages. Recent
mergers or acquisitions occurring with some major chemical manufacturers,
environmental or health concerns relative to certain classes of chemicals and
specialty chemical production facilities closing indicate that some of the
Company's finished products will face elimination or alteration if suitable
alternatives are not found for certain key ingredients. The Company's
firefighting and emergency response division is most affected by these events.
Raw materials and finished products are typically transported via truck or rail.

BLENDING FACILITIES
-------------------

The Company's blending facilities are located in a dedicated building, housing
raw material storage and blending tanks used in the mixing process. The blending
vessels are vats where the raw materials are pumped at the proper weights to
complete a blended compound. The Company presently has three blending units with
electric motor driven paddles. The largest unit is capable of blending 1,100
gallons at one time, and the other two are 660 gallon capacity. The blending
units and associated piping are common sizes used by many industries and are
relatively inexpensive to procure, install and operate. Subsequent to year end,
the Company no longer performs its product blending. An outside manufacturer was
contracted to supply all labor to blend, package and ship the Company's
products.

MAJOR CUSTOMERS
---------------

During fiscal years 2001 and 2000, Petroleum Chemicals, Inc. accounted for
eighteen percent (18%) and ten percent (10%) of the Company's net sales for
fiscal years 2001 and 2000, respectively. In addition, SafeScience, Inc.
accounted for twenty-four percent (24%) of the Company's fiscal 2000 net sales.

GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS
-----------------------------------------

Any required regulatory or agency approvals related to principal products have
been submitted and obtained in accordance with written protocols.

                                       8

<PAGE>


PATENTS, TRADEMARKS AND LICENSES
--------------------------------

The Company owns all rights to HazClean(TM)-EFFF for which U.S. Patent No.
5,061,383 was granted in October 1991. The Company owns all rights to DOT
111/113(TM)for which U.S. Patent No. 5,308,550 was granted in May 1994.

The Company has filed two patents with the United States Patent and Trademark
Office, a base fluid upgrading (BFU) application (Serial No. 918,597) and a mud
recycling process (MRP) (Serial No. 788,993). Both patent pending applications
are for treating drilling fluids used in the oil and gas industry.

The Company is also in the process of filing two more patents, a wellbore
chemical cleaner and a continuation-in-part of co-pending MRP application Serial
No. 788,993.

There are no ongoing royalty requirements borne by the Company in the
exploitation of its patents.

The Company maintains the formulations for its various products as a trade
secret and no one has access to the formulations who is not subject to a trade
secret and non-disclosure agreement.

REGULATION
----------

Many chemicals used as solvents, cleaners and degreasers as well as firefighting
foams and spill response agents have been considered hazardous to the
environment by new federal and state guidelines. Regulations fueled by a public
awareness of the environment and the resulting political involvement are causing
most of these chemicals to be phased out.

The Company's chemical products are biodegradable, non-hazardous, and therefore,
non-reportable. Should the guidelines be amended to affect the Company's
products, Management believes the Company has the capability to substitute the
affected constituent. While this may temporarily affect the "environmentally
safe" marketing aspect of the affected product, Management does not believe it
will have any long term impact.

COMPETITION
-----------

Competition in the specialty chemical industry is provided by numerous
companies. Most of these companies have substantially greater resources and
marketing capabilities than Delta-Omega. As a result, the Company's strategy is
not to compete directly in the marketplace against these large companies, but to
do so through distributors with large established markets. Other competitive
factors include price, performance and safety in use with which the Company can
effectively compete.

                                       9

<PAGE>


RESEARCH AND DEVELOPMENT
------------------------

During fiscal year 2000 and 2001 the Company expended $115,629 and $102,990 on
research and development expenses, respectively. The reduction principally
resulted from the Company's decision to limit additional expenses related to
oilfield products until it has concluded binding agreements with potential
customers.

In fiscal year 2001, the Company focused primarily on the development of a line
of products for King-Delta Technologies joint venture. The Company designed
specialized chemicals to address recycling, recovery and re-use of valuable
hydrocarbons from waste streams generated by refining operations. Working with
actual samples from the collection source, it has demonstrated a consistent
ability to reduce the volume of residual waste by 70%, while recovering nearly
50% of the valuable hydrocarbon content.

In fiscal year 2000, the Company focused primarily on the development of a line
of products for SafeScience, Inc. The selection of household and industrial and
institutional products chosen by SAFS for introduction to the U.S. market was
identified, products were custom formulated, performance testing was
accomplished by accepted testing labs and product safety was verified by
toxicological experts. This line of efficacious line of products was marketed on
a regional basis with positive results and response indicated that the safe
cleaners would achieve nationwide acceptance.

EMPLOYEES
---------

The Company currently has 5 full-time non-union employees at the corporate
headquarters in Broussard, Louisiana. The Company periodically retains the
services of qualified consultants relative to marketing projects, technical
support and product development.

ENVIRONMENTAL COMPLIANCE AND ENVIRONMENTAL MATTERS
--------------------------------------------------

The Company's chemical business is subject to federal and state requirements
regulating the discharge of materials into the open environment. These
regulations affect the Company's competition as well. Few of the Company's raw
materials and none of the Company's finished products are reportable under
federal or state guidelines. The cost of compliance with these regulations is
not considered material and no capital expenditures are anticipated for
compliance with regulations.

The soil washing and MRP operations, in most cases, require sub-contract
services to separate contaminants from soil or drilling mud and do not provide
for the disposal of those contaminants.

The Company is therefore not exposed to liabilities with respect to hazardous
waste handling or disposal. Hazardous waste handling is usually handled by the
prime contractor.

                                       10

<PAGE>


Item 2. Properties
------------------

The Company's consolidated executive office, blending and warehouse facilities
are located at 102-A Burgess Drive, Broussard, Louisiana 70518. The Company
leases approximately 600 square feet of office space and contracts blending of
its products from the same third party.

Item 3. Legal Proceedings.
--------------------------

There is no material, pending litigation significant to the business to which
the Company is a party or against any of its Officers or Directors as a result
of their capacities with the Corporation.

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

No matters were submitted to a vote of security holders of the Company during
the quarter ending August 31, 2001. Annual meetings of the shareholders of the
Company are held in accordance with Colorado law.

                                       11

<PAGE>


                                     PART II

Item 5. Market for Company's Common Equity and Related Stockholder Matters.
---------------------------------------------------------------------------

PRINCIPAL MARKET OR MARKETS
---------------------------

The Company's common stock is quoted in the "OTC Bulletin Board" maintained by
National Quotation Bureau, Inc. On October 31, 2001, there were 12 market makers
in the Company's securities and the closing bid quotation was $.020. The
following table sets forth the high and low bid quotations for the Company's
Shares, as reported in the "OTC Bulletin Board."

                                                        BID
                                               -----------------------
                 QUARTER                        LOW             HIGH
                  ENDED                        -----            -----
                  -----

             August 31, 1999                   $ .24            $ .31
             November 30, 1999                 $ .052           $ .20
             February 29, 2000                 $ .08            $ .25
             May 31, 2000                      $ .13            $ .40
             August 31, 2000                   $ .11            $ .135
             November 30, 2000                 $ .049           $ .11
             February 28, 2001                 $ .05            $ .087
             May 31, 2001                      $ .05            $ .09
             August 31, 2001                   $ .02            $ .06

These quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commissions and may not represent actual transactions.

APPROXIMATE NUMBER OF HOLDERS OF THE COMPANY'S SECURITIES
---------------------------------------------------------

On October 31, 2001, there were 238 registered holders and approximately 1,100
beneficial owners of the Company's common stock held in street name at brokerage
houses. As of October 31, 2001, there were 16 holders of the Company's series B
preferred stock and 21 holders of the Company's series C preferred stock.

DIVIDENDS
---------

Holders of common stock are entitled to receive dividends declared by the
Company's Board of Directors. The Company has not yet paid any dividends on the
Company's common stock and the Board of Directors of the Company presently
intend to pursue a policy of retaining earnings, if any, for use in the
Company's operations and to finance expansion of its business.

                                       12

<PAGE>


RECENT SALES OF SECURITIES
--------------------------

During March and April of 2000, the Company sold an additional 1,555,625
restricted shares at an average sales price of $.16 per share raising a total of
$248,900. During the second quarter of fiscal year 2001, the Company issued
378,563 shares of its $.001 par value common stock to the Chairman of the Board
in lieu of cash for expenses incurred during fund raising efforts. In February
2001, the Company also issued 100,000 shares of its $.001 par value common stock
to SafeScience, Inc. as per the product formula sale agreement dated January 5,
2001. On June 14, 2001, the Company entered into an agreement that amends the
January 5, 2001 product formula sale agreement. This agreement states that in
the event both parties reasonably determine that the present value of the
Company's common shares does not warrant the expense of registration, then the
Company may delay the filing of a registration statement covering the shares for
a period up to one year. During the delayed registration period, the Company
shall issue SafeScience an additional 1,500 shares of Delta-Omega Technologies,
Inc.'s common stock per month for the first six months and 5,000 shares per
month thereafter. The Company relied on an exemption from registration provided
by Regulation D Rule 506 as no general solicitation was made and sales were made
solely to accredited and sophisticated investors pursuant to the exemption.

Item 6. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations
-------------

This Annual Report on Form 10-KSB includes certain statements that may be deemed
to be "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements, other than statements of historical
facts, included in this Form 10-KSB that address activities, events or
developments that the Company expects, believes or anticipates will or may occur
in the future, including such matters as future capital, research and
development expenditures (including the amount and nature thereof), repayment of
debt, business strategies, expansion and growth to the Company's operations and
other such matters are forward-looking statements. These statements are based on
certain assumptions and analyses made, by the Company in light of its experience
and its perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate in the circumstances.
Such statements are subject to a number of assumptions, risks and uncertainties,
including general economic and business opportunities (or lack thereof) that may
be presented to and pursued by the Company, the ability of the Company to fund
continuing operations from cash flow or funds raised through loans or equity
financings, changes in laws or regulations and other factors, many of which are
beyond the control of the Company. Readers are cautioned that any such
statements are not guarantees of future performance and that actual results or
developments may differ materially from those projected in the forward-looking
statements.

                                       13

<PAGE>


RESULTS OF OPERATIONS
---------------------

Fiscal 2001 Compared to Fiscal 2000
-----------------------------------

Net sales decreased $562,922 or 43%, from $1,303,335 to $740,413. The decrease
in net sales was due primarily to the decrease in sales of the Company's
consumer line of products to SafeScience. During the fourth quarter of fiscal
year 1999, the demands for the SafeScience consumer line of products exceeded
the Company's packaging capability therefore, blending and packaging of these
products was outsourced to a third party manufacturer. As remuneration for the
rights to access these product formulations for third parties to manufacture
large volumes of finished goods for resale, the Company was granted a royalty
based upon net sales generated by this product line. On January 22, 2001
SafeScience, Inc. closed its Industrial and Institutional Operations and on
February 23, 2001 announced the discontinuation of marketing its consumer line
of products. With cessation of the consumer and industrial product marketing by
SafeScience, no future royalties are anticipated.

Net sales generated from the Company's oilfield line of products decreased to
$147,618 from $196,036 due to the termination of the contract between the
Company and ECI, Inc. in which the Company was to furnish ECI with vessel and
tank cleaning products. However, in April 2001, the Company entered into a joint
venture agreement with King Worldwide, Inc. that offers prospective clients in
the petroleum refining, petrochemical and chemical industries specialized
chemicals, process design and project management to recover and re-use valuable
hydrocarbons from waste streams generated by refining operations. The Company
expects revenue from this joint venture to begin in the second quarter of fiscal
year 2002.

Net sales of firefighting and spill response agents decreased 34% to $262,344
from $398,187. The decrease in sales was primarily attributable to the Company's
inability to fulfill orders for certain UL listed firefighting foam
concentrates. The supplier of one of the products' constituents discontinued the
manufacture of the raw material. The Company is currently sourcing an
alternative to this constituent for UL approval.

Cost of sales decreased $359,348 or 40%, from $903,068 to $543,720. The decrease
in cost of sales relates directly to the decrease in the amount of net sales
generated by the Company's products. As a percentage of sales, cost of sales
increased from 69% to 73% due to the Company's total net sales consisting
primarily of lower gross margin products. Management expects as sales volume
increase, cost of sales as a percentage of sales will decrease as a result of
raw material bulk pricing and full capacity of the blending facility is
approached.

Selling, General and Administrative expenses decreased from $848,036 to
$605,946, or 29%. Selling, General and Administrative expenses decreased due to
management's efforts to limit sales related expenses.

                                       14

<PAGE>


Research and Development costs decreased from $115,629 to $102,990. In fiscal
year 2001, the Company focused its efforts and funds on the development of a
line of products for the joint venture with King Worldwide, Inc. All chemical
development costs were borne by the Company's technical staff, therefore no
outside consultants, travel or related expenses were necessary.

Interest expense for fiscal year 2001 totaled $92,070. Interest expense consists
of interest incurred relative to the notes payable-board of directors loans,
fees incurred relative to the factoring of accounts receivable that were
uncollectible and interest incurred during normal business operations.

Net loss for fiscal 2001 was $105,843, a decrease of $627,798 from the net loss
of $733,641 incurred during fiscal 2000. The decreased net loss was due
primarily to the gain derived from the sale of certain proprietary formulations
for the household goods market developed by the Company and produced exclusively
for SafeScience.

CAPITAL RESOURCES AND LIQUIDITY
-------------------------------

The Company considers cash and cash equivalents as its principal measure of
liquidity. At August 31, 2001, the Company had a cash balance of $5,393. The
Company's short term debt totals $1,010,991 with total debt being $1,123,672.
The Company's primary cash requirements are for operating expenses, particularly
Research and Development expenses, raw material purchases and capital
expenditures. Since the Company commenced operations, it has incurred recurring
losses and negative cash flows from operations. The Company did not have
sufficient working capital available as of August 31, 2001, to maintain
operations at their current levels. These factors raise substantial doubt about
the Company's ability to continue as a going concern. The Company's ability to
continue as a going concern is dependent upon obtaining additional capital
investments or generation of adequate sales revenue and profitability from
operations.

To obtain additional capital, the Company commenced a private offering in March
2000 to raise approximately $550,000 solely to accredited and sophisticated
investors. The Company closed this offering in December 2000. Funds related to
this offering totaling $248,900 were received by the Company.

For immediate cash requirements, the Company negotiated a 120 day convertible
loan note totaling $100,000 with one of its emergency response customers. The
loan note was convertible at the option of the holder into common stock of the
Company, at an initial conversion rate of one share of common stock for each
sixteen cents loaned or the closing bid price of the Company's stock on the date
the Company would have received notice of conversion, but in no case less than
six cents (.06) per share. The outstanding balance of the loan note was due on
or before May 15, 2001 plus interest at .03333% per day on the weighted average
outstanding balance. Funds totaling $100,000 had been advanced to the Company
under this note agreement. The Company pledged its firefighting and emergency
response formulations as collateral for the convertible loan note in the event
that the noteholder elected not to convert the note into equity and the Company

                                       15

<PAGE>


was unable to repay the loan and accrued interest when it became due. The
noteholder issued its demand for payment by May 15, 2001 and opted to retain the
collateral in satisfaction of the obligations due and owed in accordance with
the terms of the note. Subsequent to the retention of the collateral by the
noteholder, negotiations were initiated by the noteholder with the Company
concerning Manufacturing and Distribution agreements that would allow the
Company to continue to manufacture and market the firefighting and emergency
response product line. Management expects favorable results will occur from
these negotiations. In the event that no Manufacturing and Distribution
agreements are implemented with the current owners of the formulations, the
Company will have to remove the firefighting and emergency response products
that were collateralized from its product offering. The Company would experience
an adverse impact on its ability to generate revenues if it is precluded from
marketing these products. Management is in the process of negotiating a
contingency plan that may be necessary to implement in the event that no future
relationship materializes with the present owners of the formulations.

The Company also negotiated six additional short term promissory notes in the
current year totaling $143,000 from a member of the board of directors. The
short term promissory notes bear interest rates of 9.25% per annum and are due
in full plus accrued interest one month to twelve months from the date of
inception.

The Company implemented a $250,000 Convertible Note Offering solely to
accredited and sophisticated investors in December 2000. The Note Holder has the
option to convert the note offering for one share of the Company's common stock
for each $.05 principal and accrued interest, 12% per annum, prior to the
repayment in full by the Company of the principal and interest of the Note.
Also, 160,000 common shares of SafeScience, Inc.'s stock are pledged as a
security interest to the participants. The Convertible Note outstanding
principal and interest accrued was due on or before June 15, 2001. The Note
Offering was closed in April 2001 and funds totaling $250,000 were received by
the Company under this note agreement. In August 2001, the majority participant
in the Convertible Note Offering optioned to receive 134,400 shares of the
SafeScience, Inc.'s common stock in lieu of repayment of $210,000 plus accrued
interest.

On September 11, 2001, the Company negotiated an agreement with Janes
Industries, Inc. in which Janes Industries, Inc. agreed to loan the Company
$75,000 due and payable with a fixed fee as set forth in the loan agreement
between Janes Industries, Inc. and Texas Capital Funding, Inc. A member of the
Company's board of directors is the major shareholder of Janes Industries, Inc.
In fiscal year 2001, in relation to the loan, twenty thousand dollars ($20,000)
was advanced to the Company.

The Company also has the option to sell 1 million common shares at an
undetermined price per share to obtain additional capital. These shares are
remaining from 2 million shares authorized for sale to accredited and
sophisticated investors by the Company's board of directors in January 1998.

                                       16

<PAGE>


On January 5, 2001 the Company and SafeScience entered into an agreement
concerning the sale of certain proprietary formulations for the household goods
market developed by the Company and produced exclusively for SafeScience. The
agreement granted all rights, title and interest to certain consumer cleaning
formulas and all instructions, procedures, know-how and other information
necessary for the manufacture thereof to SafeScience, Inc. In return for these
formulas, SafeScience, Inc paid $100,000 in cash to the Company, forgave the
$150,000 promissory note to SafeScience dated May 14, 1999, was to pay royalties
quarterly on 2% of net sales for all products produced from the SafeScience
Consumer Cleaning Formulas for four (4) years from the date of inception and
issued to the Company $200,000 worth of its common stock based on the closing
price of SafeScience's common stock on January 5, 2001. The agreement also
grants the Company the right to lease certain bottling equipment, owned by
SafeScience and located in the Company's facility, for a period of five (5)
years. As part of the agreement, the Company granted to SafeScience, Inc.
100,000 shares of its common stock.

On January 22, 2001 SafeScience, Inc. closed its Industrial and Institutional
Operations and on February 23, 2001 announced the discontinuation of marketing
its consumer line of products.

On April 17, 2001, the Company announced that it entered into a joint venture
with King Worldwide, Inc. to form King-Delta Technologies, Inc. The joint
venture will offer clients the combined strengths of proprietary chemical and
management service solutions. Its first project is expected to be in Latin
America to recover valuable energy from hydrocarbon wastes. King-Delta
Technologies, Inc. will offer clients in the petroleum refining, petrochemical
and chemical industries specialized chemicals, process design, environmental
control and project management. It is preparing its first sole-source proposal
to a major company to address recycling, recovery and re-use of valuable
hydrocarbons from waste streams generated by refining operations. Working with
actual samples from the collection source, it has demonstrated a consistent
ability to reduce the volume of residual waste by 70%, while recovering nearly
50% of the valuable hydrocarbon content.

King Worldwide, Inc. is a privately held company based in Houston, Texas which
provides independent management services internationally on capital projects,
technology commercialization, and human development. It is an associate company
of Robert A. King, Inc (RAKI). Robert A. King founded both RAKI and earlier
King-Wilkinson. It has associated offices worldwide including King Mexicana S.A.
de C.V. in Mexico. King and its associates have worked with more than 300
clients, completing over 200 projects, in 45 countries, totaling over US $30
billion in investments and are currently working on projects in Mexico with
total capital investments worth over US $1.5 billion.

Management believes that the sources of funds and anticipated increases in sales
volume discussed above will enable the Company to sustain its current operations
and meet its short term obligations in fiscal 2002. As sales volumes of the
Company's industrial cleaners product line and oilfield chemicals increase, the
Company expects cash flow from operations in fiscal 2001 to improve, although no
assurances can be made.

                                       17

<PAGE>


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

The financial statements and schedules are filed as part of this annual report
beginning on page F-1.

Item 8. Changes in and Disagreements with Accountants on Accounting and
-----------------------------------------------------------------------
Financial Disclosure
--------------------

In connection with its audits of fiscal years ended August 31, 1990 through
August 31, 2001, there were no disagreements with its auditors on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if no resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject matter of the disagreement

During the Company's most recent fiscal year ended August 31, 2001, there have
been no "reportable events" (as defined in Regulation S-K Item 304(a)(1)(v)). In
fiscal year ended August 31, 2000, the Company filed Form 8-K to report the
engagement of Broussard, Poche, Lewis and Breaux, L.L.P. replacing Arthur
Andersen L.L.P. as the Company's independent accountants to audit the Company's
consolidated financial statements.

                                    Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons of the
--------------------------------------------------------------------------------
Company
-------

Information concerning the Directors and Executive Officers of the Company is
hereby incorporated by reference to the Company's definitive proxy statement
which will be filed with the Commission within 120 days after the close of the
fiscal year.

Item 10. Executive Compensation
-------------------------------

Information concerning management remuneration is hereby incorporated by
reference to the Company's definitive proxy statement which will be filed with
the Commission within 120 days after the close of the fiscal year.

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

Information concerning security ownership of certain beneficial owners and
management is hereby incorporated by reference to the Company's definitive proxy
statement which will be filed with the Commission within 120 days after the
close of the fiscal year.

Item 12. Certain Relationships and Related Party Transactions
-------------------------------------------------------------

Information concerning certain relationships and related party transactions is
hereby incorporated by reference to the Company's definitive proxy statement
which will be filed with the Commission within 120 days after the close of the
fiscal year.

                                       18

<PAGE>


                                     PART IV

Item 13. Exhibits

     (a) The following documents are filed as part of this report:

         1. Financial Statements

            The consolidated financial statements filed as part of this report
            are as listed in the Index to Financial Statements on page F-1 which
            immediately precedes such statements.

         2. Listing of Exhibits.

            Exhibit
              No.        Description                    Location
            -------  -------------------            ----------------
               3     Articles of Incorporation      Incorporated by
                     and Bylaws                     reference to Exhibit
                                                    No. 3 to the Company's
                                                    Registration Statement
                                                    (No. 0-24506)

             4.1     Designation of Series B        Incorporated by Reference
                     Convertible Preferred Stock    Ex. 4.2 to Registration
                                                    Statement S-2 (no. 33-90604)

             4.2     Designation of Series C        Incorporated by Reference
                     Convertible Preferred Stock    Ex. 4.2 to 10KSB Fiscal
                                                    Year 1999

             10.1    Product Formula Agreement dated January 5, 2001
                     by and between SafeScience, Inc. and Delta-Omega
                     Technologies, Inc. (Filed as exhibit 10.1 to the
                     Delta-Omega report on Form 10-Q for the quarter
                     ended November 30, 2000 and incorporated by reference
                     herein.)

             10.2*   King/Delta Joint Venture Agreement dated April 17, 2001
                     Filed herewith


(b) No Reports on Form 8-K were filed during the last quarter of the period
covered by this Report.

                                       19
<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Index to Consolidated Financial Statements



Independent Auditors' Report................................................F-2

Consolidated Balance Sheet, August 31, 2001.................................F-3

Consolidated Statements of Operations for the years
ended August 31, 2001 and 2000..............................................F-4

Consolidated Statements of Changes in
Shareholders' Equity for the years ended
August 31, 2001 and 2000....................................................F-5

Consolidated Statements of Cash Flows for the years
ended August 31, 2001 and 2000..............................................F-6

Notes to Consolidated Financial Statements..................................F-8




                                      F-1
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders of Delta-Omega Technologies, Inc.:

We have audited the balance sheet of Delta-Omega Technologies, Inc. (a Colorado
corporation) and subsidiary as of August 31, 2001, and the related statements of
income, retained earnings and cash flows for the years ended August 31, 2001 and
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits 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 audits provide 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 Delta-Omega Technologies, Inc.
as of August 31, 2001, and the results of its operations and cash flows for the
years then ended August 31, 2001 and 2000, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has experienced recurring losses and negative
cash flows since commencement of operations. As of August 31, 2001, the Company
does not have adequate working capital in place to support its current level of
operations. These conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note A. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.






Lafayette, Louisiana
October 11, 2001

                                      F-2
<PAGE>

                  Delta-Omega Technologies, Inc. and Subsidiary
                           Consolidated Balance Sheet


                                     ASSETS


                                                                    August 31,
                                                                       2001
                                                                   ------------
Current assets
  Cash
  Accounts receivable
                                                                   $      5,393
     Trade, net of allowance for doubtful accounts                      201,325
     Employees                                                              510
     Inventories                                                         80,154
     Prepaid expenses                                                    23,149
     Other current assets                                                11,311
                                                                   ------------
       Total current assets                                             321,842
Marketable Equity Securities, carried at fair value                      36,096
Property and equipment, net of accumulated depreciation                  65,556
Intangible assets, net of accumulated amortization                       82,713
       Total assets                                                $    506,207
                                                                   ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable
     Trade creditors                                                    228,564
     Others                                                              95,220
  Customer prepayments                                                   48,046
  Current maturities of long-term debt and leases                       132,989
  Notes payable-board of director loans                                 444,978
  Convertible loan note                                                  40,000
  Accrued expenses                                                       21,194
                                                                   ------------
    Total current liabilities                                         1,010,991
Long-term debt and leases, net of current maturities                     18,504
Long-term debt-board of directors loans                                  94,177
                                                                   ------------
    Total liabilities                                                 1,123,672

Shareholders' equity
  Convertible, 7 percent cumulative, non-participating preferred
    stock, $.001 par value, shares authorized, 40,000,000; issued
    and outstanding 1,295,000 series B, 2,330,000 series C                3,625
  Common stock, $.001 par value, shares authorized, 100,000,000;
    issued and outstanding, 22,379,034                                   22,379
  Accumulated other comprehensive income, net of tax                      4,096
  Additional paid-in capital                                         12,556,340
  Retained deficit                                                  (13,203,905)
                                                                   ------------
     Total shareholders' equity                                        (617,465)
                                                                   ------------
        Total liabilities and shareholders' equity                 $    506,207
                                                                   ============


           See accompanying notes to consolidated financial statements

                                      F-3

<PAGE>

                  Delta-Omega Technologies, Inc. and Subsidiary
                      Consolidated Statements of Operations


                                                       Years ended August 31,
                                                   -----------------------------
                                                       2001            2000
                                                   ------------    ------------
Net product sales
                                                   $    740,413    $  1,303,335
Cost of sales
                                                        543,720         903,068
                                                   ------------    ------------
        Gross profit                                    196,693         400,267

Costs and expenses
    Selling, general and administrative                 605,946         848,036
    Research and development                            102,990         115,629
    Impairment of Long-Lived Assets                         -0-          47,974
                                                   ------------    ------------
                                                        708,936       1,011,639
                                                   ------------    ------------
  Operating loss                                       (512,243)       (611,372)

Other operating income, net                             498,470          34,515
Interest expense                                        (92,070)       (156,784)
                                                   ------------    ------------
 Net loss                                              (105,843)       (733,641)

Preferred dividend declared                            (212,975)       (219,275)
                                                   ------------    ------------
Net loss available to common shareholders          $ ( 318,818)    $   (952,916)
                                                   ============    ============
Weighted average shares outstanding                  19,260,805      16,037,966

Basic and diluted earnings per common share        $       (.02)   $       (.06)
                                                   ============    ============


          See accompanying notes to consolidated financial statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

                            Delta-Omega Technologies, Inc. and Subsidiary
                            ---------------------------------------------
                     Consolidated Statements of Changes in Shareholders' Equity



                                                                          Common        Additional
                                            Common       Preferred         Stock          Paid in
                                            Stock         Stock         Subscribed       Capital
                                        ------------   ------------    ------------    ------------
<S>                                     <C>            <C>                  <C>        <C>
Balance at September 1, 1999            $     15,918   $      3,732            --      $  1,804,875

Issuance of common stock for
private placement                               --             --             1,556         247,344


Issued dividend for Series B & C
Preferred                                      1,199           --              --           218,076

Conversion of Convertible Preferred
Stock                                             40            (40)           --              --

Issuance of common stock for
services rendered                                 34           --              --            12,690


Net loss                                        --             --              --              --
                                        ------------   ------------    ------------    ------------

Balance at August 31, 2000                    17,191          3,692           1,556      12,282,985

Issuance of common stock
pursuant to an agreement                         100           --              --             6,500

Issue common stock subscribed                  1,556           --            (1,556)           --

Issued dividend for Series B & C               3,087           --              --           209,889
Preferred

Conversion of Convertible Preferred
Stock                                             67            (67)           --              --

Issuance of common stock for services
rendered                                         378           --              --            56,966

Comprehensive Income
   Net loss                                     --             --              --              --

   Other Comprehensive income:
    unrealized gain on
    marketable securities,
    net of tax                                  --             --              --              --
                                        ------------   ------------    ------------    ------------

   Total comprehensive loss                     --             --              --              --
                                        ------------   ------------    ------------    ------------

Balance at August 31, 2001              $     22,379   $      3,625    $       -0-     $ 12,556,340
                                        ============   ============    ============    ============


                     See accompanying notes to consolidated financial statements

                                                F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                    Delta-Omega Technologies, Inc. and Subsidiary
                    ---------------------------------------------
             Consolidated Statements of Changes in Shareholders' Equity
                                       (Con't)


                                                        Accumulated
                                                           Other          Compre-
                                          Retained       Comprehen-       hensive
                                          Deficit       sive Income       Income
                                        ------------    ------------    ------------
<S>                                    <C>                  <C>          <C>
Balance at September 1, 1999            $(11,932,170)           --              --

Issuance of common stock for
private placement                               --              --              --


Issued dividend for Series B & C
Preferred                                   (219,275)           --              --

Conversion of Convertible Preferred
Stock                                           --              --              --

Issuance of common stock for
services rendered                               --              --              --


Net loss                                    (733,641)           --              --
                                        ------------    ------------    ------------

Balance at August 31, 2000               (12,885,086)           --

Issuance of common stock
pursuant to an agreement                        --              --              --

Issue common stock subscribed                   --              --              --

Issued dividend for Series B & C            (212,976)           --              --
Preferred

Conversion of Convertible Preferred
Stock                                           --              --              --

Issuance of common stock for services
rendered                                        --              --              --

Comprehensive Income
   Net loss                                 (105,843)           --          (105,843)

   Other Comprehensive income:
    unrealized gain on
    marketable securities,
    net of tax                                  --             4,096           4,096
                                        ------------    ------------    ------------

   Total comprehensive loss                     --              --      $   (101,747)
                                        ------------    ------------    ============

Balance at August 31, 2001              $(13,203,905)   $      4,096            --
                                        ============    ============    ============


             See accompanying notes to consolidated financial statements

                                     F-5(Con't)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                      Delta-Omega Technologies, Inc. and Subsidiary
                          Consolidated Statements of Cash Flows


                                                               Years Ended August 31,
                                                               ----------------------
Cash flows from operating activities:                             2001         2000
                                                               ---------    ---------
  Net loss
     <S>                                                       <C>          <C>
    Adjustment to reconcile net loss to net cash               $(105,843)   $(733,641)
    used in operating activities:
    Depreciation and amortization                                 61,073      102,845
    (Gain)/Loss on sale and disposal of property & equipment        --           (700)
    Issuance of common stock for services                         57,345       12,724
    Issuance of common stock to SAFS                               6,600         --
    Asset impairment                                                --         47,974
    Gain from sale of formulas to SAFS                          (350,000)        --
    Gain from conversion of convertible loan note                (42,000)        --
    (Increase) decrease in:
    Accounts receivable                                           59,636       86,229
    Inventories                                                   56,682       86,857
    Prepaid expenses                                              (1,629)       4,075
    Other receivables                                              1,568        1,519
    Other assets                                                   1,025       (1,256)
    Increase (decrease) in:
    Accounts payable                                             (28,018)     (33,154)
    Accrued liabilities                                          (13,873)         (59)
    Other liabilities                                             43,694       47,530
                                                               ---------    ---------
          Total adjustments                                     (147,897)     354,584
                                                               ---------    ---------
        Net cash used in operating activities                   (253,740)    (379,057)


Cash flows from investing activities:
   Property acquisitions                                          (2,468)     (43,223)
   Proceeds from sale of property and equipment                     --            700
                                                               ---------    ---------
           Net cash used in investing activities                  (2,468)     (42,523)

Cash flows from financing activities:
   Bank overdraft                                                 (1,881)       1,881
   Proceeds from borrowing                                       556,650      260,265
   Principal payments of long-term debt and capital leases       (38,848)     (33,530)
   Proceeds from common stock offering                              --        248,900
   Payments to factor                                           (185,825)     (40,794)
   Principal payments on related party notes                     (68,495)     (20,000)
                                                               ---------    ---------
    Net cash (used in) provided by financing activities          261,601      416,722

Net increase (decrease) in cash and cash equivalents               5,393       (4,858)
                                                               ---------    ---------
Cash and cash equivalents, beginning of period                         0        4,858

Cash and cash equivalents, end of period                       $   5,393    $       0
                                                               =========    =========


              See accompanying notes to consolidated financial statements.

                                           F-6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                                       Years Ended August 31,

                                                                          2001       2000
                                                                       ---------   ---------


Supplemental Disclosures of noncash transactions:

       <S>                                                            <C>         <C>
        Stock received on sale of formulas                             $ 200,000   $       0
                                                                       =========   =========

        Debt forgiven with sale of formulas                            $  50,000   $       0
                                                                       =========   =========

        Payment of convertible loan note with investments              $  10,000   $       0
                                                                       =========   =========

        Investments (collateral) paid on debt                          $ 168,000   $       0
                                                                       =========   =========

        Issuance of common stock for services                          $  57,345   $       0
                                                                       =========   =========

        Issuance of common stock on sale of formulas                   $   6,600   $       0
                                                                       =========   =========

                                            F-7
</TABLE>

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001


Note A:   Summary of Significant Accounting Policies
          ------------------------------------------

          Nature of organization
          ----------------------
          The Company is involved in developing, manufacturing and marketing
          environmentally safe specialty chemicals for a variety of industrial
          and military uses. These patented, patent pending or proprietary
          products are deemed to be environmentally safe because they are
          biodegradable and formulated without chemicals considered hazardous
          under federal regulations. The Company's products replace hazardous,
          flammable, toxic and ozone-depleting chemicals in a broad range of
          applications serving Industrial, Institutional, Emergency Response and
          Soil Remediation markets. The Company recently added a patent pending
          product line of downhole chemicals for the cleaning of tubing and
          casing required in the drilling of oil and natural gas wells. The
          Company's sales are primarily concentrated in the southeastern United
          States.

          Basis of presentation
          ---------------------
          Since the Company commenced operations, it has incurred recurring
          losses and negative cash flows from operations. The Company does not
          have sufficient working capital available as of August 31, 2001, to
          maintain operations at their current levels. These factors raise
          substantial doubt about the Company's ability to continue as a going
          concern. The Company's ability to continue as a going concern is
          dependent upon obtaining additional capital investments or generation
          of adequate sales revenue and profitability from operations. The
          financial statements do not include any adjustments relating to the
          recoverability and classification of asset carrying amounts or the
          amount and classification of liabilities that might result should the
          Company be unable to continue as a going concern.

          To obtain additional capital, the Company commenced a private offering
          in March 2000 to raise approximately $550,000 solely to accredited and
          sophisticated investors. The Company closed this offering in December
          2000. Funds related to this offering totaling $248,900 were received
          by the Company.

          For immediate cash requirements, the Company negotiated a 120 day
          convertible loan note totaling $100,000 with one of its emergency
          response customers. The loan note was convertible at the option of the
          holder into common stock of the Company, at an initial conversion rate
          of one share of common stock for each sixteen cents loaned or the
          closing bid price of the Company's stock on the date the Company would
          have received notice of conversion, but in no case less than six cents
          (.06) per share. The outstanding balance of the loan note was due on
          or before May 15, 2001 plus interest at .03333% per day on the
          weighted average outstanding balance. Funds totaling $100,000 had been
          advanced to the Company under this note agreement. The Company also
          negotiated six additional short term promissory notes in the current
          year totaling $143,000 from a member of the board of directors. The
          short term promissory notes bear interest rates of 9.25% per annum and
          are due in full plus accrued interest one month to twelve months from
          the date of inception.

          The Company implemented a $250,000 Convertible Note Offering solely to
          accredited and sophisticated investors in December 2000. The Note
          Holder has the option to convert the note offering for one share of
          the Company's common stock for each $.05 principal and accrued
          interest, 12% per annum, prior to the repayment in full by the Company
          of the principal and interest of the Note. Also, 160,000 common shares
          of SafeScience, Inc.'s stock are pledged as a security interest to the
          participants. The Convertible Note outstanding principal and interest
          accrued was due on or before June 15, 2001. The Note Offering was
          closed in April 2001 and funds totaling $250,000 were received by the
          Company under this note agreement. In August2001, the majority
          participant in the Convertible Note Offering optioned to receive
          134,400 shares of the SafeScience, Inc.'s common stock in lieu of
          repayment of $210,000 plus accrued interest.

                                      F-8

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001


          On September 11, 2001, the Company negotiated an agreement with Janes
          Industries, Inc. in which Janes Industries, Inc. agreed to loan the
          Company $75,000 due and payable with a fixed fee as set forth in the
          loan agreement between Janes Industries, Inc. and Texas Capital
          Funding, Inc. A member of the Company's board of directors is the
          major shareholder of Janes Industries, Inc. In fiscal year 2001, in
          relation to the loan, twenty thousand dollars ($20,000) was advanced
          to the Company.

          The Company also has the option to sell 1 million common shares at an
          undetermined price per share to obtain additional capital. These
          shares are remaining from 2 million shares authorized for sale to
          accredited and sophisticated investors by the Company's board of
          directors in January 1998.

          Management believes that the sources of funds discussed above will
          enable the Company to sustain its operations and meet its obligations,
          although there can be no assurance that this will be done.

          Revenue recognition
          -------------------
          Revenue for sales of specialty chemicals is recognized when title to
          the finished product has passed and billing for the product has
          occurred.

          Inventories
          -----------
          Inventories consist of raw materials, finished goods and containers
          and are stated at the lower of cost or market using the first-in,
          first-out (FIFO) method of accounting.

          Property, equipment and depreciation
          ------------------------------------
          Property and equipment is stated at cost and depreciated using the
          straight-line method over their useful lives which is 3 to 7 years for
          furniture and equipment and 5 years for vehicles.

          Intangible assets and amortization
          ----------------------------------
          The Company's policy is to amortize its licensing rights to its
          patented products over a 5-year period. Patent costs are capitalized
          and amortized over the life of the patent when granted. The Company
          periodically assesses the recoverability of the unamortized balance
          based on expected future profitability and undiscounted future cash
          flows related to the patents and their contribution to overall
          operations of the Company.

          Income taxes
          ------------
          Income taxes are accounted for in accordance with the provisions of
          SFAS No. 109 "Accounting for Income Taxes". Under this statement,
          deferred income taxes are provided for by the asset and liability
          method.

          Loss per common share
          ---------------------
          The net loss per common share has been computed on the basis of the
          weighted average number of shares outstanding during each period.
          Common stock equivalents outstanding were not considered in the
          computation of loss per share because their effect would be
          antidilutive.

                                      F-9

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001


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

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

          Shares issued for non-cash consideration
          ----------------------------------------
          Stock and stock options issued for services are valued at the vendor's
          regular billing rates or at the value of the stock issued, whichever
          is more clearly determinable at date of issuance. Stock issued for
          property is valued at the fair market value of the stock issued or the
          fair market value of the property, whichever is more readily
          determinable.

          Credit concentration
          --------------------
          During fiscal years 2001 and 2000, Petroleum Chemicals, Inc. accounted
          for eighteen percent (18%) and ten percent (10%) of the Company's net
          sales for fiscal years 2001 and 2000, respectively. In addition,
          SafeScience, Inc. accounted for twenty-four percent (24%) of the
          Company's fiscal 2000 net sales.

          Reclassifications
          -----------------
          Certain prior year balances have been reclassified to conform with
          current year presentation.

          Accounting pronouncement
          ------------------------
          During 1997, the Financial Accounting Standards Board issued Statement
          of Financial Accounting Standards (SFAS) No. 128, "Earnings per
          Share," SFAS No. 129, "Disclosure of Information about Capital
          Structure," SFAS No. 130, "Reporting Comprehensive Income," and SFAS
          No. 131, "Disclosures about Segments of an Enterprise and Related
          Information." SFAS No. 128, which is effective for reporting periods
          ending after December 15, 1997, has been adopted by the Company and
          the impact on the Company's earnings per share was not Delta-Omega
          Technologies, Inc. and Subsidiary material. SFAS No. 129, SFAS No. 130
          and SFAS No. 131, which are effective for reporting periods ending
          after December 15, 1997, have been adopted, and all required
          disclosures are presented in the Company's consolidated financial
          statements included herein. All accounting pronouncements applicable
          were adopted.


Note B:   Related party transactions
          --------------------------

          Notes payable-Board of Director loans
          -------------------------------------

          During fiscal year 1999, the Company negotiated nine (9) promissory
          notes totaling $270,000 with related parties, of which $225,000 were
          with members of the board of directors, in order to maintain its
          current level of operations. Each promissory note bears an interest
          rate of 8.25% per annum. These notes are short-term and were due
          during the fiscal year 1999. Extensions were negotiated on these notes
          which are included as current liabilities in the balance sheet.
          Related party notes totaled $197,000 as of August 31, 1999.

                                      F-10

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001



          In the fiscal year 2000, the Company negotiated six additional short
          term promissory notes totaling $224,000 with related parties. One note
          totaling $15,000 bears an interest rate of 9.25% per annum and was
          paid in full plus interest in the second quarter of fiscal year 2000.
          Three of the six short term promissory notes totaling $50,000 each
          bear interest rates of 8.25% per annum and were due on or before April
          30, 2000. Any amount of principal & interest not paid when these three
          notes were due will accrue interest at the rate of 12 percent per
          annum until paid. Attached to each of the these three notes is a
          warrant agreement granting the holder warrants to purchase 50,000
          shares of common stock at an exercise price of $.15 per share. The two
          remaining 90 day promissory notes totaling $59,000 bear interest rates
          of 8.25% per annum.

          Six additional short term promissory notes totaling $143,000 were
          negotiated by the Company from a member of the board of directors
          during fiscal year 2001. The notes bear interest rates of 9.25% per
          annum and are due in full plus accrued interest one month to twelve
          months from date of inception. Two of the promissory notes totaling
          $55,000 were paid in full plus accrued interest in the third quarter
          of fiscal year 2001.

          Also in fiscal year 2001, the Company negotiated a consolidation of
          notes payable due to a member of the board of directors. The
          consolidated promissory note includes promissory notes totaling
          $107,000 plus an additional $43,650.40 loaned to the Company for
          immediate cash requirements. The consolidated promissory note is
          repayable in 35 equal installment payments consisting of principal and
          interest, in the amount of $4,465.87 each, commencing on May 15, 2001
          and continuing thereafter, and one (1) final installment payment
          consisting of the full amount of the principal and all accrued
          interest remaining due and payable on April 15, 2004.

          On September 11, 2001, the Company negotiated an agreement with Janes
          Industries, Inc. in which Janes Industries, Inc. agreed to loan the
          Company $75,000 due and payable with a fixed fee as set forth in the
          loan agreement between Janes Industries, Inc. and Texas Capital
          Funding, Inc. A member of the Company's board of directors is the
          major shareholder of Janes Industries, Inc. In fiscal year 2001, in
          relation to the loan, twenty thousand dollars ($20,000) was advanced
          to the Company and is classified in the current liability section of
          the consolidated balance sheet.

          Related party notes payable totaled $539,155 as of August 31, 2001.
          $444,978 and $94,177 are reflected in the current liability section
          and the long term debt section respectively, of the accompanying
          consolidated balance sheet.

          The Company expects to repay these loans with funds generated from
          continuing operations or proceeds from the sale of common stock
          previously authorized by the board of directors; however these
          directors may elect to convert the debt into equity.

          Interest expense related to related party notes payable for the period
          ending August 31, 2001 totaled $32,773.


                                      F-11

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001


Note C:   Accounts and notes receivable

          Accounts and Notes Receivable at the end of August 31, 2001 consists
          of the following:

                  Accounts Receivable, Trade                           $211,325
                  Allowance for Doubtful Accounts                       (10,000)
                                                                       --------

                                                     Total             $201,325
                                                                       ========

          Trade receivables are shown net of an allowance for doubtful accounts
          of $10,000.

Note D:   Inventories

          Inventories at August 31, 2001 consisted of the following:

          Raw materials                                             $  42,741
          Finished goods                                               24,467
          Containers                                                    6,700
          Consigned inventory                                           6,246
                                                                    ---------
                  Total                                             $  80,154
                                                                    =========

Note E:   Property and equipment

          Major classes of property and equipment at August 31, 2001 consisted
          of:

          Furniture and equipment                                   $ 529,378
          Leasehold improvements                                       29,292
                                                                    ---------
                        Total property and equipment                  558,670
          Less:  accumulated depreciation                            (493,114)
                                                                    ---------
                                                                    $  65,556

          Depreciation expense was $52,599 and $95,077 for years ended August
          31, 2001 and 2000, respectively.

          During fiscal year ended August 31, 2000, the Company recorded a
          $47,974 impairment write-down of its heating process equipment in
          accordance with Statement of Financial Accounting Standards (SFAS) No.
          121. The Company wrote-down this piece of equipment since they
          appeared to have no revenue generating potential based upon recent
          significant adverse changes in the environmental consulting and
          remediation business. Therefore, the Company estimated no future
          undiscounted cash flows from the heating process equipment and fines
          treatment unit. Thus, as prescribed by SFAS 121, the carrying value of
          these pieces of equipment was reduced to the estimated discounted
          future cash flows which is zero.

          The charge for impairment is included in the selling, general and
          administrative expense section in the fiscal year 2000 accompanying
          consolidated statements of operations.

                                      F-12

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001



Note F:   Intangible assets
          -----------------

          Intangible assets at August 31, 2001 consisted of the following:

          Patent costs                                              $  143,318
          Less:  accumulated amortization                              (60,605)
                                                                    ----------
          Net Intangible assets                                     $   82,713
                                                                    ==========


          Amortization expense was $8,474 and $7,769 for the years ended August
          31, 2001 and 200, respectively.

Note G:   Long-term debt and lease obligations
          ------------------------------------

          Long-term debt at August 31, 2001, consisted of the following:

              Note payable to a customer; principal and interest at
                  a rate of .0333% per day due May 15, 2001            $100,000
              Note payable to a bank; principal and interest due in
                  monthly installments at an interest rate of 9.95%      11,623
              Notes and capital leases payable to a corporation;
                  principal and interest due in monthly installments
                  at interest rates varying from 8.63% to 17.79%         39,870
                                                                       --------
          Total debt                                                    151,493
          Less:  current portion                                       (132,989)
                                                                       --------
          Long-term debt                                               $ 18,504
                                                                       ========

          Principal repayments on notes payable and capital leases required for
          the next five years are as follows:

                           2002                  $132,989
                           2003                    14,894
                           2004                     3,610
                           2005                       -0-
                           2006                       -0-
                                                 --------
                                 Total debt     $ 151,493
                                                =========

          As of August 31, 2001, equipment under capital lease and the related
          accumulated amortization totaled $107,854 and $63,230, respectively.
          Amortization of assets recorded is included in depreciation and
          amortization expense.


Note H:   Shareholders' equity
          --------------------

          During the second quarter of fiscal year 2001, the Company issued
          378,563 shares of its $.001 par value common stock to the Chairman of
          the Board in lieu of cash for expenses incurred during fund raising
          efforts.

                                      F-13

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001

          The Company also issued 100,000 shares of its $.001 par value common
          stock to SafeScience, Inc. as per the product formula sale agreement
          dated January 5, 2001. On June 14, 2001, the Company entered into an
          agreement that amends the January 5, 2001 product formula sale
          agreement. This agreement states that in the event both parties
          reasonably determine that the present value of the Company's common
          shares does not warrant the expense of registration, then the Company
          may delay the filing of a registration statement covering the shares
          for a period up to one year. During the delayed registration period,
          the Company shall issue SafeScience an additional 1,500 shares of
          Delta-Omega Technologies, Inc.'s common stock per month for the first
          six months and 5,000 shares per month thereafter.

          In the fourth quarter of fiscal year 2001, the right to convert to
          common stock expired for holders of 1,295,000 shares of Preferred "B"
          stock and 2,330,000 shares of Preferred "C" stock.

          In the first quarter of fiscal year 2000, the Company's board of
          directors authorized selling 3,437,500 shares of the Company's common
          stock at a price of $.16 per share through a Private Placement
          Memorandum offered solely to accredited and sophisticated investors.
          In March and April 2000, the Company sold 1,555,625 of the authorized
          3,437,500 shares of common stock offered through the Private Placement
          Memorandum.

          During the second quarter of fiscal year 2000, the board of directors
          authorized the issuance of 20,558 shares of common stock at a price of
          $.46 per share and 13,618 shares of common stock at a price of $.24
          per share. The common stock was issued to Wellesley Capital Group,
          Inc. as remuneration for expenses incurred during fund raising efforts
          for the period January 1998 through September 1999.

          In April 1999, the board of directors authorized an extension for the
          Preferred "B" stock of the Company from June 30, 1999 to June 30,
          2001.

          In the first quarter of fiscal 1998, the Company issued Baer &
          Company, L.L.C. 39,996 shares of $.001 par value common stock for
          expenses incurred from July 1996 through November 1997 while raising
          funds on behalf of the Company. 27,370 shares were issued at a price
          of $.43775 per share. The remaining 12,626 shares were issued at a
          price of $.6661 per share. The prices per share are based on the
          average of the bid and last trade value of the Company's stock during
          the period in which the fund raising expenses were incurred. Expenses
          for the fair value of the services provided were expensed as incurred.

          In January 1998, the Company's board of directors authorized selling
          up to 2 million shares of common stock at the best negotiated price.
          In March 1998, the Company sold 986,413 shares of the common stock
          through a special private placement solely to accredited and
          sophisticated investors at an offering price of $.75 per share. The
          remaining balance of the common shares, 1,013,587, were outstanding at
          August 31, 1999.

          The Company issued 33,333 shares of common stock at the special
          private placement offering price of $.75 per share to Global Strategy
          & Associates, James A. Wylie, Jr. in lieu of cash for consulting
          services rendered during the months of January, February and March,
          1998.

          Stock-based Incentive Compensation Plans
          ----------------------------------------

          In October 1995, Statement of Financial Accounting Standards No. 123
          ("SFAS 123"), "Accounting for Stock Based Compensation," was issued
          effective in fiscal year 1997 for the Company.  Under SFAS 123,

                                      F-14

<PAGE>
<TABLE>
<CAPTION>


          companies could either adopt a "fair valued based method" of
          accounting for stock-based incentive compensation plans, as defined,
          or may continue to use accounting methods as prescribed by APB Opinion
          No. 25. The Company has elected to continue accounting for its plan
          under APB Opinion No. 25.

          The Company's policy is to grant options to purchase common stock to
          directors, officers or key employees as part of an incentive program.
          In addition to the grants under this program, the Company grants
          options to purchase common stock to individuals as compensation for
          services rendered in lieu of cash. On January 17, 1991, the Company
          established a non-qualified stock option plan (the 1991 Plan) under
          which 1 million options to purchase common stock were made available.
          In fiscal year 1994, the Company amended the 1991 non-qualified stock
          option plan to authorize the issuance of an additional 600,000
          options. All options are non-compensatory and are issued at or above
          the market price on the date the option is granted.

          The Company's Compensation and Options Committee determines the term
          of each grant and when it becomes exercisable. No compensation expense
          has been recorded in connection with stock options as the exercise
          price of all options granted exceeded market price of the shares on
          the dates of the grants. The options expire three years from the date
          of grant.


          The following table summarizes the activity related to stock options:


             ==================================================================================================
                                           Number             Number of           Range of           Weighted
                                         of Options         Options Issued        Exercise            Average
                                        Issued under           outside             Prices            Exercise
                                          the Plan             The Plan                                Price
             --------------------------------------------------------------------------------------------------
             <S>                         <C>                  <C>              <C>                   <C>
             Outstanding at
             August 31, 1999              559,000              1,460,864        $0.34 - $2.50         $0.80
             Granted                         --                     --               --                --
             Exercised                       --                     --               --                --
             Forfeited                       --                 (504,697)       $0.51 - $2.50         $0.93
                                       -------------        -------------
             Outstanding at
             August 31, 2000              559,000                956,167        $0.34 - $2.00         $0.76
             Granted                      208,332                   --                  $0.10         $0.10
             Exercised                       --                     --               --                --
             Forfeited                   (277,500)               (50,000)       $0.51 - $2.00         $0.82
                                       -------------        -------------
             Outstanding at
             August 31, 2001              489,832                906,167        $0.10 - $2.00         $1.00
             ==================================================================================================

          The following table summarizes information about stock options
          outstanding at August 31, 2001:

==================================================================================================
                             Options Outstanding                          Options Exercisable
--------------------------------------------------------------------------------------------------

                                         Wgtd. Avg.
        Range of           Number        Remaining       Wgtd. Avg.       Number        Wgtd. Avg.
        Exercise        Outstanding     Contractual      Exercise       Exercisable      Exercise
         Prices          At 8/31/01         Life           Price        at 8/31/01        Price
         ------          ----------         ----           -----        ----------        -----
      $0.34 - $0.99       1,169,832      2.3 years         $0.44         1,169,832         $0.44
      $1.00 - $2.00         226,167      0.8 years         $1.69           226,167         $1.69
--------------------------------------------------------------------------------------------------

          The options exercisable at August 31, 2001 and 2000, respectively,
          were 1,395,999 and 1,465,167 with weighted-average exercises prices of
          $.65 and $.82, respectively.

                                      F-15
</TABLE>

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001

          Stock Options Granted, Exercised and Forfeited

          2001
          ----

          During the current fiscal year, the Company granted 208,332 stock
          options as part of an agreement to an employee in lieu of cash for
          research and development services rendered. These stock options are
          per an agreement authorizing the issuance of 416,667 stock options of
          which 50% of the options vested in the current fiscal year. The
          remainder of the stock options vest when specific milestones are met.
          The exercise price is $.10 per share and expire three years from date
          of inception.

          In fiscal year 2001, 277,500 stock options with an exercise price of
          $.75 per share expired. These options were part of the 1991 Plan, a
          non-qualified employee, directors and officers stock option plan. Also
          during fiscal year 2001, 50,000 stock options outside the Company's
          Stock Option Plan expired. The exercise prices ranged from $.51 - $.75
          per share.

          2000
          ----

          During fiscal year 2000, 504,697 stock options outside of the
          Company's Stock Option Plan expired. The exercise prices for these
          options range from $0.51 to $2.50 per share.

          No assumptions were necessary in fiscal year 2000 to calculate the
          fair value of each option grant as no options were granted.

          1999
          ----

          During fiscal year 1999, 200,888 stock options outside of the
          Company's Stock Option Plan expired. The exercise prices for these
          options range from $.75 to $1.00 per share. Additionally, the Company
          granted 25,000 stock options outside the Company's Stock Option Plan
          for consulting services rendered. The exercise price for these options
          is $2.00 per share.

          The Company also granted 50,000 options as part of the 1991 Plan to
          its Senior Research Scientist for services rendered. The exercise
          price is $1.00 per share and expires three years from the date of
          inception.

          The Company's Board of Directors extended the expiration dates for
          7,500 stock options at $1.00 per share and 103,667 stock options at
          $2.00 per share for an additional three years from the original option
          expiration date.

          The fair value of each option grant is estimated on the date of grant
          using the Black-Scholes option-pricing model with the following
          weighted-average assumptions used for grants in 1999: a) no dividend
          yield, b) risk-free interest rate of 4.63%, c) expected contractual
          life of 3.4 years, d) expected volatility of 100%.

          Based on the above assumptions, the weighted-average grant-date fair
          value of each option granted during fiscal 1999 was $0.088.

                                      F-16

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001


          1998
          ----

          During fiscal year 1998, 102,619 stock options outside of the
          Company's Stock Option Plan expired. The exercise prices for these
          options ranged from $2.10 to $3.00 per share.

          In December 1997, the Company's Board of Directors extended the
          expiration date for 40,000 stock options granted in April 1991 to a
          financial consultant for services rendered. The exercise period was
          extended for an additional three (3) years from the expiration date.

          No assumptions were necessary in fiscal year 1998 to calculate the
          fair value of each option grant as no options were granted.

          No employee options were granted in fiscal year 1998.

          1997
          ----

          The Company granted to employees 158,130 common stock options with
          exercise prices equal to or greater than the market price of the stock
          on the grant date. These options were issued in accordance with
          agreements entered into by the Company and each employee.

          The Company granted 53,130 stock options currently exercisable with an
          exercise price of $1.00 per share for technical services rendered
          during the period May 1, 1996 through June 30, 1997. These options
          expire during the period from January 31, 2000 through June 30, 2000.

          The Company granted 5,000 stock options currently exercisable with an
          exercise price of $1.00 per share in accordance with the terms of
          certain employment agreements. These options expire March 10, 2000.

          The Company granted 100,000 stock options not currently exercisable
          with an exercise price of $0.75 per share in accordance with the terms
          of certain employment agreements. The stock options become exercisable
          when certain performance parameters are met. The options expire June
          30, 2001.

          No compensation expense was recorded upon issuance of the 158,130
          options to employees in fiscal 1997 because the exercise price
          exceeded the market prices of the Company's common stock on the
          measurement date.

          The Company granted to non-employees 171,567 common stock options with
          exercise prices equal to or greater than the market price of the stock
          on the grant date.

          The Company granted 100,000 stock options, of which 25,000 are
          currently exercisable, with an exercise price of $0.51 per share
          pursuant to the terms of a consulting agreement. The 75,000 stock
          options currently non-exercisable become exercisable when certain
          performance milestones are achieved. None of the milestones in
          accordance with the terms of the agreement were achieved in fiscal
          1998. These options expire June 30, 2001.

          The Company granted 66,667 stock options currently exercisable with an
          exercise price of $0.65 in lieu of cash for consulting services
          rendered in accordance with the terms of a settlement agreement dated
          April 10, 1997. In connection with this grant, one director forfeited
          33,333 options with an exercise price of $2.00 per share previously
          granted to him. The options expire July 28, 2000.

                                      F-17

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001


          The Company granted 4,900 stock options currently exercisable with an
          exercise price of $0.75 in lieu of cash for marketing services
          rendered. The options expire January 31, 2000.

          The Company will continue to use stock option arrangements when
          possible to conserve its cash. The compensation costs for the related
          awards have been recognized in the period for which they were granted.
          Accordingly, since no instruments were issued, there is no pro forma
          information below.

          Had compensation cost for the Company's 1997 grants for stock-based
          employee compensation plans been determined consistent with SFAS 123,
          the Company's net loss, net loss applicable to common share owners,
          and net loss per common share for 1997 would approximate the pro forma
          amounts below:


                                                                       1997
          ---------------------------------------------------------------------
                                                  As Reported       Pro forma
                                                  -----------      -----------

          Net  loss                               $(1,106,149)     $(1,169,793)

          Net loss applicable to
                common share owners               $(1,345,197)     $(1,408,841)

          Net loss per common share               $      (.10)     $      (.11)
          ---------------------------------------------------------------------


          The fair value of each option grant is estimated on the date of grant
          using the Black-Scholes option-pricing model with the following
          weighted-average assumptions used for grants in 1997: a) no dividend
          yield, b) risk-free interest rate of 6.39%, c) expected contractual
          life of 3.4 years, d) expected volatility of 101%.

          Based on the above assumptions, the weighted-average grant-date fair
          value of each option granted during fiscal 1997 was $.40.

          1996
          ----

          The Company granted 757,555 common stock options with exercise prices
          that exceeds the market price of the stock on the grant date. These
          options were issued in accordance with terms of three agreements
          entered into by the Company. The first of these agreements granted the
          Company's Chairman of the Board a option to purchase 600,000 shares of
          common stock at an exercise price of $.34 per share in lieu of cash
          compensation for services to be rendered. In connection with this
          agreement, 536,000 options with an exercise price of $.75 per share
          and 160,000 options with an exercise price of $2.00 per share were
          forfeited to the Company's 1991 non-qualified stock option plan.
          Another option agreement granted 150,055 stock options with an
          exercise price of $1.00 per share for technical consulting services
          rendered in lieu of cash compensation. The third option agreement
          granted 7,500 stock options with an exercise price of $1.00 per share
          in accordance with the terms of an employment agreement. There was no
          compensation expense recorded upon issuance of these options in fiscal
          1996 because the exercise prices exceeded the market prices of the
          Company's common shares on the measurement date.

                                      F-18

<PAGE>

                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001


          1995
          ----

          The Company granted 497,000 common stock options with exercise prices
          that exceeds the market price of the stock on the grant date. These
          options were issued in accordance with terms of agreements entered by
          the Company and the Company's 1991 non qualified stock option plan.
          The Company granted an affiliate, controlled by a member of the
          Company's Board of Directors, options to purchase 137,000 shares of
          common stock at an exercise price of $2.00 per share in lieu cash for
          the first two (2) years of a lease for the Company's facility. In
          another agreement the Company granted options to purchase 155,000
          shares of common stock at exercise prices ranging from $.65 to $2.00
          per share in lieu of cash compensation for professional consulting
          services rendered. The Company also granted 205,000 stock options with
          exercise prices ranging from $.65 to $2.00 in accordance with the
          Company's 1991 Stock Option Plan. There was no compensation expense
          recorded upon issuance of these options in fiscal 1995 because the
          exercise prices exceeded the market prices of the Company's common
          shares on the measurement date.

          1994, 1993, 1992 and 1991
          -------------------------

          The Company granted 1,333,452 common stock options with exercise
          prices that exceeds the market price of the stock on the grant date.
          These options were issued in accordance with terms of agreements
          entered by the Company and the Company's 1991 non qualified stock
          option plan. The Company granted options to purchase 333,452 shares of
          common stock at exercise prices ranging from $.90 to $3.00 per share
          in lieu of cash compensation for professional consulting services
          rendered. The Company also granted 1,000,000 stock options with an
          exercise price of $.75 per share in accordance with the Company's 1991
          Stock Option Plan. There was no compensation expense recorded upon
          issuance of these options because the exercise prices exceeded the
          market prices of the Company's common shares on the measurement date.

          Common Stock Purchase Warrants
          ------------------------------

          In the current fiscal year 2001, 2,471,667 "Z" Warrants attached to
          the Company's Preferred "C" stock expired.

          During the second quarter of Fiscal 2000, the Company issued three (3)
          warrant agreements granting the holders to purchase 50,000 shares of
          common stock at an exercise price of $.15 per share. The warrants are
          attached to promissory notes negotiated by the Company with major
          shareholders. Each warrant agreement grants the holder the option to
          purchase one (1) share of common stock for every dollar loaned to the
          Company.

          In the fourth quarter of Fiscal 1999, the Company issued warrants to
          purchase 380,000 shares of common stock at an exercise price ranging
          from $.25 to $.75 per share. The warrants were issued in connection
          with loan agreements negotiated by the Company in order to meet
          immediate cash requirements. The holders of these loan agreements were
          issued four warrants for each dollar loaned to the Company. The
          warrants expire three years from the effective date of the loan
          agreement.

          The Company's Class D Common Stock Purchase Warrants expired on
          December 15, 1993. The Company issued Class E Common Stock Purchase
          Warrants for every two Class D warrants that were outstanding on
          December 15, 1993. 1,062,917 Class E Common Stock Purchase Warrants
          were outstanding at August 31, 1997, each exercisable at $1.50 into
          one share of Common Stock until June 15, 1999. The Class E Common
          Stock Purchase Warrants are callable by the Company upon 30 days

                                      F-19

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001


          written notice to the holders. On January 8, 1998, the Company's board
          of directors authorized lowering the exercise price of the Class "E"
          Warrants to $.75 per share, and that a Warrant call be issued
          effective immediately. The holders had 30 days to respond and if the
          holders did not convert, the warrants expired after the 30 day period.
          None of the Class "E" Warrants were exercised during the conversion
          period, and the warrants expired on February 14, 1998.

          The Company issued 100,000 Placement Agent Common Stock Purchase
          Warrants to Gilford Securities, Inc. and 100,000 Placement Agent
          Common Stock Purchase Warrants to FBB Corp pursuant to Warrant
          Agreements dated December 2, 1994. Each Placement Agent Common Stock
          Purchase Warrant entitles the holder to purchase one share of the
          Company's common stock at the price of $1.00 per share, at any time
          until October 15, 1999. There is no provision for the call or
          redemption of the Placement Agent Common Stock Purchase Warrants.

          The Company issued Class Z Common Stock Purchase Warrants on September
          11, 1996 as part of the June 1996 private stock offering made solely
          to accredited investors. 2,471,667 Class Z warrants are outstanding at
          August 31, 1997, each exercisable at $.75 into one share of $.001
          Common Stock until June 30, 2001. The Class Z Common Stock Purchase
          Warrants are callable by the company upon thirty days written notice
          at any time on or after July 1, 2000 and at any time, notwithstanding
          the date, that the common stock of the company has a closing bid price
          on ten consecutive trading days of $2.00 per share or more.

          In January 1996, the Company issued a Warrant to purchase 600,000
          shares of common stock to the Chairman of the Board as remuneration
          for services rendered while holding that position. This Warrant may be
          exercised any time on or after January 2, 1996 but prior to the
          earlier to occur of (i) December 31, 2000, or (ii) a sale of
          substantially all of the stock or assets of the Company in a
          transaction in which it is not the surviving corporation. The exercise
          price is $2.00per share of common stock. The Company assigns no value
          to the Common Stock Purchase Warrants in the consolidated financial
          statements due to the immaterial value associated therewith.

          Stock Dividends - Series B and C
          --------------------------------

          The Series B and C Convertible Exchangeable Preferred Stock $.001 par
          per share has an established declared dividend of $.07 per annum per
          share, due on the 30th day of June of each year. The dividend
          accumulates if not paid when due. The dividend may be paid in cash or
          in stock at the sole discretion of the Board of Directors. If paid in
          stock, the common shares issued will be valued at the average bid
          price for the 30 days preceding the June 30 payment date. Once the
          price per share of common stock is determined, a number of common
          shares equal to the dollar value of the dividend which was to be paid
          on June 30, will be issued with any fractional shares of the common
          stock dividend rounded up.

                                      F-20

<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001


Note I:   Income taxes
          ------------

          At August 31, 2001, deferred taxes consisted of the following:

               Deferred tax assets, net operating loss
               carry forward                                       $3,933,090
               Deferred tax liabilities, excess of book
               over tax depreciation                                   22,162
               Valuation allowance                                 (3,955,252)
                                                                   ----------
               Net deferred taxes                                  $        0
                                                                   ==========


          The valuation allowance for deferred tax assets as of September 1,
          2000 was $3,902,263. The net change in the valuation allowance for the
          year ended August 31, 2001 was an increase of $52,989. The Company has
          net operating loss carryforwards of $11,547,863 available for federal
          income tax purposes which are available to offset taxable income
          through 2011. The Company has alternative minimum tax net operating
          loss credit carryforwards of approximately $4 million available for
          future periods. A valuation allowance of 100% of net operating loss
          carryforwards is maintained due to uncertainty in the Company's
          ability to generate income.

Note J:   Employee compensation plan
          --------------------------

          The Company presently offers no post-employment/post-retirement
          benefits which would be required to be reflected in its financial
          statements by SFAS No. 112 and SFAS No. 106, respectively.

          The Board of Directors has approved a management bonus pool which is
          based upon 12 percent of gross profits before taxes in excess of
          $500,000 annually. Bonuses are to be paid to persons filling
          designated positions. As of August 31, 2001, no bonuses had been paid
          under this plan.

Note K:   Commitments
          -----------

          The Company is committed to renting its office space under a
          non-cancelable operating lease until February 28, 2001. Rental expense
          for the leased premise is $6,000 per month payable in cash from March
          1, 1996 through February 28, 2001 with a renewal option for five
          additional years at $7,200 per month. The facility is rented from a
          company controlled by a former member of the Company's board of
          directors. This rental agreement supersedes the original agreement
          dated October 1, 1993 that was amended November 19, 1993 and October
          15, 1994. The Company renewed the operating lease for an additional
          five years at a negotiated monthly rental of $6,600. Subsequent to
          year end, the Company is negotiating a release from this operating
          lease and have moved all operations to another location.

          Future minimum rental payments, payable in cash, under the lease are
          as follows:

                                                            Payable in
                     Year ending August 31,                    Cash
                     ---------------------                   --------

                           2002                              $ 79,200
                           2003                                79,200
                           2004                                79,200
                           2005                                79,200
                           2006                                39,600
                                                             --------
                                                             $356,400
                                                             ========

          Rent expense under this agreement during the fiscal year ended 2001
          totaled $75,600.

                                      F-21

<PAGE>
<TABLE>
<CAPTION>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001



Note L:   Disclosures about Reportable Segments
          -------------------------------------

          Delta-Omega Technologies, Ltd. has four reportable segments: solvents
          and cleaners, firefighting and spill response, oilfield and
          SafeScience. The solvents and cleaners division produce products to
          serve the aviation market and institutional and industrial markets.
          The firefighting and spill response division produce U.L. listed fire
          foam products that are non-toxic, non-hazardous and non-reportable.
          The oilfield division produces products that cater to the needs of the
          oil and gas industry. The SafeScience line of products serves the
          consumer with products that are defined exclusively for safety-for
          human health and the environment.

          The accounting policies of the segments are the same as those
          described in the summary of significant accounting policies.
          Delta-Omega Technologies evaluates performance based on profit or loss
          from operations before income taxes and interest expense not including
          nonrecurring gains and losses.

          Delta-Omega Technologies' reportable segments are business units that
          offer different products. Each reportable segment is allocated a
          percentage of administrative costs not attributable to a particular
          segment according to the percentage of gallons sold by the segment.
          The reportable segments are managed separately because each business
          unit requires different technology and marketing strategies.



                           Delta-Omega Technologies, Inc.
         Disclosure of Reported Segment Profit or Loss, and Segmented Assets
                          Fiscal Year Ended August 31, 2001



                           Solvents &     Firefighting &     Oilfield       All
                           Cleaners       Spill Response                   Other
<S>                         <C>              <C>             <C>          <C>
Revenues from external
  Customers                 $330,451         $262,344        $147,618     $     --
Intersegment revenues           --               --              --             --
Interest Revenue                --               --              --            4,131
Interest expense                --               --              --           92,070
Depreciation and
    Amortization              31,711           25,224          15,135          1,372
Segment Profit              (179,945)        (143,138)        (85,884)       303,124
Segment Assets                  --               --              --          506,207
Expenditures for segment
   Assets                       --               --              --            2,670


                                        F-22
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                           Delta-Omega Technologies, Inc. and Subsidiary
                           ---------------------------------------------
                            Notes to Consolidated Financial Statements
                                          August 31, 2001


                                  Delta-Omega Technologies, Inc.
                Disclosure of Reported Segment Profit or Loss, and Segmented Assets
                                 Fiscal Year Ended August 31, 2000


                           Solvents &     Firefighting &     Oilfield     *SafeScience     All
                           Cleaners       Spill Response                                   Other
<S>                         <C>              <C>             <C>             <C>
Revenues from external
  Customers                 $407,391         $398,187        $196,036        $301,721        --
Intersegment revenues           --               --              --              --          --
Interest Revenue                --               --              --              --        33,880
Interest expense                --               --              --              --       156,784
Depreciation and
    Amortization              24,977           24,196          12,488          16,392      24,792
Segment Profit              (126,869)         (42,195)        (43,211)        (51,930)   (469,436)
Segment Assets                  --               --              --              --       640,606
Expenditures for segment
   Assets                       --               --              --              --        43,223


                         Delta-Omega Technologies, Inc.
                 Reconciliations of Reportable Segment Revenues
                           Profit or Loss, and Assets

                                                             Fiscal Year        Fiscal Year
                                                                2001               2000

Revenues
--------
Total revenues for reportable segments                       $  740,413         $1,303,335
                                                             ==========         ==========

Profit or Loss
--------------
Total profit or loss for reportable segments                 $ (408,967)         ($264,205)
Other profit or loss                                            303,124           (469,436)
                                                             ----------         ----------
Income before income taxes and extraordinary items          ($  105,843)       ($  733,641)
                                                             ==========         ==========

Assets
------
Other assets                                                 $  506,207         $  640,606
Total assets for reportable segments                               --                 --
                                                             ----------         ----------
                Consolidated total                           $  506,207         $  640,606
                                                             ==========         ==========

Other significant Items
-----------------------
Research and Development Expenses                            $  101,904         $   90,837
Depreciation Expense-R&D Equipment                                1,372             24,792


*Research and Development expenses not directly accounted for in the totals of a
specific reporting segment is included in the classification "All Other" for
fiscal year 2001 and 2000.

                                      F-23
</TABLE>
<PAGE>


                  Delta-Omega Technologies, Inc. and Subsidiary
                  ---------------------------------------------
                   Notes to Consolidated Financial Statements
                                 August 31, 2001


Delta-Omega Technologies, Inc. - Disclosures of Geographic Information and Major
--------------------------------------------------------------------------------
Customers
---------

Products sales for each reportable segment are concentrated in the continental
United States. Revenues from the reportable segment that include only sales to
SafeScience, Inc. represents approximately twenty-four (24%) percent of the
Company's total consolidated revenues for fiscal year 2000.

Note M:   Contingencies
          -------------

          The Company is a defendant in certain claims and legal actions arising
          in the ordinary course of business. In the opinion of management,
          after consultation with legal counsel, the ultimate disposition of
          these matters is not expected to have a material adverse effect on the
          financial condition of the Company.

Note N:   Subsequent Events

          Subsequent to year end, the Company moved its facilities to a new
          location. The Company has written off Leasehold Improvements for its
          former location in the first quarter of fiscal 2002 and is in the
          process of selling its redundant warehouse equipment. At fiscal year
          ending August 31, 2001, the value of that equipment totaled $84,225.23
          and the related accumulated depreciation totaled $58,706.70.

                                      F-24

<PAGE>


                                   SIGNATURES
                                   ----------

Pursuant to the requirements of Section 13 or 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.

                                            DELTA-OMEGA TECHNOLOGIES, INC.

Dated:  December 14, 2001                   By:  /s/   Marian A. Bourque
                                               ----------------------------
                                                       Marian A. Bourque
                                                       Chief Financial Officer
                                                       (Principal Financial and
                                                       Accounting Officer)


Pursuant to the requirements of the Securities 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.

    Signatures                     Titles                  Date
    ----------                     ------                  ----

    /s/  Larry G. Schafran         Chairman of the Board   December 14, 2001
    ---------------------------
         Larry G. Schafran

    /s/  James V. Janes, III       Chief Executive         December 14, 2001
    ---------------------------    Officer, President
         James V. Janes, III

    /s/  Marian A. Bourque         Chief Financial         December 14, 2001
    -------------------------      Officer, Secretary
         Marian A. Bourque         and Treasurer