U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

_____________________________________________

FORM 10-QSB/A

Amendment No. 1

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2001

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

For the transition period from ________ to _________

Commission File Number 0-12914

_________________________________________________

INNOVATIVE COATINGS CORPORATION

(Exact name of small business issuer as specified in its charter)

|Georgia
(State or other jurisdiction of incorporation or organization) | 58-2337027
(IRS Employer Identification No.)
|---------------------------------------------------------------------- | --------------------------------------------

1650 Airport Drive, Suite 110, Kennesaw, Georgia 30144

(Address of Principal Executive Offices)

(770) 919-0100

(Issuer's telephone number)



Not Applicable

(Former name, former address and former fiscal year, if changed since last report)



Check whether the issuer  (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ___;  No  X



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 7,566,609 shares of its Common Stock, no par value, as of October 24, 2001.



Innovative Coatings Corporation



FORM 10-QSB REPORT INDEX



|                                                                                              |                                                                            | Page No.
|--------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | --------
|PART I.  FINANCIAL INFORMATION                                                                | 3                                                                         
|Item 1.  Financial Statements (Unaudited)                                                     | 3                                                                         
|                                                                                              | Balance Sheets as of December 31, 2000 and June 30, 2001                   | 3       
|                                                                                              | Statements of Operations for the Three Months Ended June 30, 2001 and 2000 | 4       
|                                                                                              | Statements of Operations for the Six Months Ended June 30, 2001 and 2000   |         
|                                                                                              | Statements of Cash Flows for the Six Months Ended June 30, 2001 and 2000   | 5       
|                                                                                              | Notes to Financial Statements for the Three Months Ended June 30, 2001     | 6       
|Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operation | 9                                                                         
|PART II.  OTHER INFORMATION                                                                   | 12                                                                        
|Item 1.  Legal Proceedings                                                                    | 12                                                                        
|Item 2.  Changes in Securities                                                                | 12                                                                        
|Item 3.  Defaults on Senior Securities                                                        | 13                                                                        
|Item 4.  Submission of Matters to a Vote of Security Holders                                  | 13                                                                        
|Item 5.  Other Information                                                                    | 13                                                                        
|Item 6.  Exhibits and Reports on Form 8-K                                                     | 13                                                                        
|Signatures                                                                                    | 13                                                                        





PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Innovative Coatings Corporation

BALANCE SHEET

|                                                     | June 30, 2001  | December 31, 2000
|---------------------------------------------------- | -------------- | -----------------
|ASSETS                                               | (Unaudited)    | (Audited)        
|                                                     |                |                  
|CURRENT ASSETS                                       |                |                  
|Cash and short-term investments                      | 23,398         | 31,476           
|Trade accounts receivable, less allowance of $10,000 | 56,318         | 50,214           
|Inventories                                          | 89,946         | 93,991           
|Deposits                                             | 30,838         | 29,813           
|Other Current Assets                                 | 6,238          | 7,088            
|Employee Advances                                    | 7,150          | 6,350            
|Employee Loans                                       | 45,735         | 60,000           
|Total Current Assets                                 | 259,622        | 278,932          
|                                                     |                |                  
|PROPERTY AND EQUIPMENT                               |                |                  
|Furniture and Fixtures                               | 19,043         | 19,043           
|Equipment                                            | 96,357         | 96,357           
|Less accumulated depreciation                        | (37,829)       | (27,326)         
|Net property and equipment                           | 77,571         | 88,074           
|                                                     |                |                  
|TOTAL ASSETS                                         | $      337,193 | $   367,006      





The accompanying notes are an integral part of these financial statements.



Innovative Coatings Corporation

BALANCE SHEET

|                                                                                         | June 30, 2001   | December 31, 2000
|---------------------------------------------------------------------------------------- | --------------- | -----------------
|LIABILITIES AND SHAREHOLDERS' DEFICIT                                                    | (Unaudited)     | (Audited)        
|                                                                                         |                 |                  
|CURRENT LIABILITIES                                                                      |                 |                  
|Accrued Expenses                                                                         | 2,494           | 24,947           
|Accounts Payable                                                                         | 234,928         | 209,863          
|Payroll Taxes Payable                                                                    | 43,462          | 111,468          
|Notes Payable                                                                            | 27,000          | 75,000           
|Capital Lease, Current Portion                                                           | 3,668           | 3,668            
|Interest Payable                                                                         | 89              | 5,013            
|Total Current Liabilities                                                                | 311,641         | 429,959          
|                                                                                         |                 |                  
|Long Term Portion of Capital Lease                                                       | 14,860          | 14,860           
|                                                                                         |                 |                  
|TOTAL LIABILITIES                                                                        | $     326,501   | $    444,819     
|                                                                                         |                 |                  
|SHAREHOLDERS' DEFICIT                                                                    |                 |                  
|                                                                                         |                 |                  
|Preferred Stock, 5,000,000 shares authorized, 1,247,483 shares outstanding, no par value | 0               | 0                
|Common Stock, 15,000,000 shares authorized, 8,181,099, shares outstanding, no par value  | 0               | 0                
|Paid-In-Capital                                                                          | 5,391,035       | 4,648,992        
|Retained Earnings (Loss)                                                                 | (5,380,343)     | (4,726,805)      
|                                                                                         |                 |                  
|Total Shareholders' Equity                                                               | 10,692          | (77,813)         
|                                                                                         |                 |                  
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                               | $       337,193 | $        367,006 









The accompanying notes are an integral part of these financial statements.







Innovative Coatings Corporation

STATEMENT OF OPERATIONS

Three months ended June 30, 2001 and 2000 (Unaudited)



|                                          | June 30, 2001  | June 30, 2000 
|----------------------------------------- | -------------- | --------------
|                                          |                |               
|Sales net of sales discounts              | $      290,947 | $      110,459
|Cost of Materials                         | 192,260        | 68,146        
|                                          |                |               
|Gross Profit                              | 98,687         | 42,313        
|                                          |                |               
|Expenses                                  |                |               
|Selling, general and administrative       | 418,465        | 414,540       
|                                          |                |               
|Loss From Operations                      | (319,778)      | (372,227)     
|                                          |                |               
|Other Income (Expense)                    |                |               
|Interest Expense                          | (582)          | (340)         
|Expense related to issuance of Warrants   | (52,660)       | --            
|Net Other Income (Expense)                | (53,242)       | (340)         
|                                          |                |               
|Income tax expense (benefit)              | 0              | 0             
|                                          |                |               
|Net Loss                                  | (373,020)      | (372,567 )    
|                                          |                |               
|Net loss per common share                 |                |               
|Basic                                     | $     (0.05.)  | $     (0.06)  
|Weighted average shares outstanding       | 7,942,662      | 6,301,020     
|                                          |                |               
|Net loss per common share (fully diluted) |                |               
|Fully Diluted                             | $     (0.04)   | $     (0.04)  
|Weighted average shares outstanding       | 9,781,117      | 9,175,587     





The accompanying notes are an integral part of these financial statements.





Innovative Coatings Corporation

STATEMENT OF OPERATIONS

Six months ended June 30, 2001 and 2000 (Unaudited)



|                                                  | June 30, 2001  | June 30, 2000
|------------------------------------------------- | -------------- | -------------
|                                                  |                |              
|Sales net of sales discounts                      | $      517,903 | $    271,417 
|Cost of Materials                                 | 329,030        | 179,955      
|                                                  |                |              
|Gross Profit                                      | 188,873        | 91,462       
|                                                  |                |              
|Expenses                                          |                |              
|Selling, general and administrative               | 793,754        | 627,062      
|                                                  |                |              
|Loss From Operations                              | (604,881)      | (535,600)    
|                                                  |                |              
|Other Income (Expense)                            |                |              
|Interest Expense                                  | 4,003          | (2,833)      
|Interest Expense Related to Beneficial Conversion |                |              
|Feature of Convertible Debt                       | 0              | (181,500)    
|Expense related to issuance of Warrants           | (52,660)       | (129,600)    
|Net Other Income (Expense)                        | (48,657)       | (313,933)    
|                                                  |                |              
|Income tax expense (benefit)                      | 0              | 0            
|                                                  |                |              
|Net Loss                                          | (653,538)      | (849,533)    
|                                                  |                |              
|Net loss per common share                         |                |              
|Basic                                             | $     (0.08)   | $     (0.13) 
|Weighted average shares outstanding               | 7,942,662      | 6,301,020    
|                                                  |                |              
|Net loss per common share (fully diluted)         |                |              
|Fully Diluted                                     | $     (0.07)   | $     (0.09) 
|Weighted average shares outstanding               | 9,781,117      | 9,175,587    



The accompanying notes are an integral part of these financial statements.





Innovative Coatings Corporation

STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2001 and 2000



|                                                                                          | Six Months
Ended
June 30, 2001
(Unaudited) | Six Months
Ended
June 30, 2000
(Unaudited)
|----------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                     |                                            |                                           
|Net loss                                                                                  | (653,538)                                  | (849,533)                                 
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |                                            |                                           
|Depreciation and amortization                                                             | 10,502                                     | 6,243                                     
|Warrants issued for consulting services                                                   | 52,660                                     |                                           
|Shares issued for consulting services rendered                                            | 226,525                                    |                                           
|Interest Expense Related to Beneficial Conversion of Warrants                             |                                            | 181,500                                   
|Expense Related to Issuance of Warrants                                                   |                                            | 129,600                                   
|                                                                                          |                                            |                                           
|Changes in:                                                                               |                                            |                                           
|Accounts receivable                                                                       | (6,102)                                    | (22,393)                                  
|Inventories                                                                               | 4,045                                      | (35,287)                                  
|Trade accounts payable                                                                    | 25,065                                     | (35,839)                                  
|Accrued expenses                                                                          | (22,453)                                   | 8,214                                     
|Payroll taxes payable                                                                     | (68,006)                                   | (22,023)                                  
|Interest payable                                                                          | (4,924)                                    | (9,678)                                   
|Deposits                                                                                  | (1,025)                                    | (24,619)                                  
|Other assets                                                                              | 850                                        | (9,451)                                   
|Notes payable                                                                             | 0                                          | 21,000                                    
|                                                                                          |                                            |                                           
|Total Adjustments                                                                         | 217,137                                    | 187,267                                   
|Net cash (used in) provided by operating activities                                       | (436,401)                                  | (662,266)                                 
|                                                                                          |                                            |                                           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                     |                                            |                                           
|Purchase of property, equipment                                                           | 0                                          | (30,450)                                  
|Employee loans                                                                            | 14,265                                     | (56,385)                                  
|Employee Advances                                                                         | (800)                                      |                                           
|Net cash used by investing activities                                                     | 13,465                                     | (86,835)                                  
|                                                                                          |                                            |                                           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                     |                                            |                                           
|Proceeds from issuance of notes, net of repayments                                        | 27,000                                     | 121,000                                   
|Repurchase of common stock                                                                | (12,000)                                   | 0                                         
|Proceeds from exercise of warrants                                                        | 207,858                                    | 0                                         
|Proceeds from sale of common stock                                                        | 192,000                                    | 729,000                                   
|Net cash provided by financing activities                                                 | 414,858                                    | 850,000                                   
|                                                                                          |                                            |                                           
|Net (decrease) increase in cash and short-term investments                                | (8,078)                                    | 100.899                                   
|                                                                                          |                                            |                                           
|Cash and short-term investments at beginning of period	23,                                | 31,476                                     | 23,243                                    
|                                                                                          |                                            |                                           
|Cash and short-term investments at end of period                                          | $ 23,398                                   | $124,142                                  



The accompanying notes are an integral part of these financial statements.





SUPPLEMENTARY DISCLOSURE OF NONCASH TRANSACTIONS

|                                                      | 2001        | 2000         
|----------------------------------------------------- | ----------- | -------------
|Common stock issued for services rendered             | $ 226,525   | $           0
|Warrants issued for services rendered                 |             | $129,600     
|Common stock issued upon conversion of debt           | $    75,000 | $          0 
|Interest expense due to beneficial conversion of debt | $        0  | $    72,600  
|Expense related to issuance of Warrants               | $   52,660  | $           0



INNOVATIVE COATINGS CORPORATION

NOTES TO FINANCIAL STATEMENTS

Three Months Ending June 30, 2001 (Unaudited)

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Innovative Coatings Corporation (the "Company") was incorporated in Georgia in August 1997 and commenced operations on September 1, 1997. The Company manufactures and distributes InstaCoat, a polyurea elastomeric coating used for protection and strengthening on various substrates including extruded foams, wood, metal, and concrete.   The Company's principal business office is located at 1650 Airport Rd., Suite 110, Kennesaw, Georgia 30144, and its telephone number is (770) 919-0100.

The financial statements as of June 30, 2001 have been prepared by the Company without audit. These statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The Company believes that the financial statements and disclosures are adequate to make the information not misleading.

NOTE B - RESTATEMENT

The financial statements have been restated to reflect a decrease in additional paid-in capital and a decrease in other expense of $47,796 for the six months ended June 30, 2001 related to the issuance of warrants in connection with a warrant dividend to common stockholders.  The effect of the adjustment decreased additional paid-in capital by $47,796 and increased accumulated deficit by $47,796.  The restatement decreased loss available to common shareholders by $47,796 and decreased the loss per common share by $.006.

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows:

1.       Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles ("GAAP"), management is required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

2.       Revenue Recognition

Revenue is recognized when persuasive evidence of an agreement exists, shipment of the product has occurred, the price to the buyer is fixed and determinable and collection is probable. The Company does not refund the purchase price of products accepted for return, but gives the customer a credit against future purchases. The Company does not reserve any amount at the time of sale for uncollectible accounts or anticipated credits for returns and warranty claims based on its experience that such claims are minimal.

3.       Cash and Short-Term Investments

For purposes of reporting cash flows, cash and short-term investments include cash on hand, cash in banks and short-term investments with original maturities of less than 90 days.

4.       Inventories

Inventories are stated at the lower of cost (first-in, first-out basis). Inventories consist primarily of raw material chemicals.

5.       Furniture, Equipment, and Depreciation

Furniture and equipment are recorded at historical cost. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives on utilizing the straight-line method. Depreciation expense related to furniture and equipment charged to operations was $1,750 for the period. Estimated services life of property and equipment is generally 5 to 7 years.

6.       Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

7.       Loss Per Share

Basic net loss per common share is based upon the weighted average number of common shares outstanding during the period. Diluted net loss per common share is based upon the weighted average number of common shares outstanding plus dilutive potential common shares, including options and warrants outstanding during the period.

8.       Fair Value of Financial Instruments

The Company's financial instruments include cash and cash equivalents and long-term debt. The carrying value of cash and cash equivalents approximates fair value due to the relatively short period to maturity of the instruments. The carrying amount of the Company's long-term debt approximates fair value based on borrowing rates currently available to the Company for borrowings with comparable terms and conditions.

NOTE D - REALIZATION OF ASSETS

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company sustained a net loss of $373,020 for the three months ending June 30, 2001 and $1,258,670 for the year ending December 31, 2000, respectively. In addition, at December 31, 2000, the Company's current liabilities exceeded its current assets by $151,027, and at June 30, 2001, the Company's current liabilities exceeded current assets by $52,019.  The Company has used, rather than provided, cash in its operations for both the three month period ending June 30, 2001, and the year ended December 31, 2000.

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements on a continuing basis, to maintain present financing, and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

In response to the matters described in the preceding paragraphs, the Company in April 2001 and May 2001 the Company sold 162,000 common shares to four accredited investors for total proceeds of $162,000 shares, respectively. Management is continuing its efforts to increase sales, decrease expenses, and raise additional capital in order to cover the Company's negative cash flow.

NOTE E - PAYROLL TAXES

At year-end, December 31, 2000, the Company owed $111,468 in accrued payroll taxes including interest and penalties.  During the periods ending March 31, 2001 and June 30, 2001, the Company paid the entire amount.  Payroll taxes payable of $43,462 as of June 30, 2001 represent additional payroll taxes which have accrued since December 31, 2001.

NOTE F - COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases space and office equipment under a noncancelable lease which expires November 30, 2004. Lease payments of $8,984.67 plus proration of certain building expenses are due monthly and are fixed for the period December 1, 2000 to November 30, 2001. From December 1, 2001 to November 30, 2002 the monthly rent is $9,193.25 plus lessees proration of certain building expenses. From December 1, 2002 to the November 30, 2003 the monthly rent is $9,193.25 per monthly plus proration of certain building expenses. From December 1, 2003 to the expiration of the lease on November 30, 2004 the monthly rent is $8,427.08 per monthly plus proration of certain building expenses.

The Company leased a forklift during 2000 under a capital lease and payments are $4,563 per year through 2004 and a final payment of $2,662 in 2005.

Litigation

The Company is not involved in any litigation.

NOTE G - NOTES PAYABLE

In February 5, 2001, the Company borrowed $25,000 from an individual.  The loan bears interest at 10% per annum, and is due at the earlier of the time the Company raises an additional $200,000 in equity financing or 180 days from the date of the note, or August 1, 2001.  During the three month period ending June 30, 2001 the Company reduced this debt by $8,000. The loan has since been repaid in full.

In March 2001, the Company borrowed $10,000 from a consultant of the Company pursuant to a promissory note dated April 1, 2001.  The note does not bear interest and is due and payable on December 31, 2001.

NOTE H - ISSUANCE OF COMMON STOCK IN PRIVATE TRANSACTIONS

In April 2001, the Company sold 10,000 shares of common stock to an accredited individual for $10,000, and 2,000 shares to a relative of an employee for $2,000.  In addition, the Company sold two accredited investors 100,000 and 50,000 restricted common shares for $100,000 and $50,000, respectively, in May and April.

On April 25, 2001, the Company issued 16,000 shares of Common Stock to an individual as compensation under a consulting agreement dated the same date.  The services are related to introducing the Company's products to residential contractors.  The shares were valued at $1.60 per share, based on the quoted market price at the time of $1.60 per share that resulted in compensation expense of $25,600.  In addition, the Company issued 9,000 warrants to purchase common stock at $1.00 per share for a period expiring on June 30, 2002 which resulted in compensation expense of $5,760.  The warrants were valued using the Black-Scholes option-pricing method under the following assumptions: no dividend yield; expected volatility of 10%; risk free interest of 4.30%; and expected warrant life of one year.

On May 15, 2001, the Company issued an individual 33,500 shares of common stock as compensation under a consulting agreement dated the same date.  The services are related to introducing the Company's products to modular and mobile home manufacturers.   The shares were valued at $1.80 per share, based on the quoted market price at the time of $1.80 per share, which resulted in compensation expense of $60,300.  In addition the Company issued 33,500 warrants at an exercise price of $1.00 for a one year period, 33,500 warrants at an exercise price of $1.50 for two year period, and 33,500 warrants at an exercise price of $2.00 for a three year period which resulted in a compensation expense of $46,900.  The warrants were valued using the Black-Scholes option-pricing method under the following assumptions: no dividend yield; expected volatility of 10%; risk free interest of 4.30%; and expected warrant life of one year to three years.

NOTE I - RELATED PARTY TRANSACTIONS

During the quarter ended June 30, 2001, the Company entered into a settlement agreement with David Brown under which the Company released any claim against Mr. Brown.  The settlement agreement resulted in the release of a loan previously made to Mr. Brown in 2000 for $28,750.

During the quarter ended June 30, 2001, the Company made loans of $4,235 and $10,000 to Jerry Phillips and Wayne Bean, both of whom are officers and directors of the Company.  The loans bear interest at 8% per annum, and are repayable on December 31, 2001.

NOTE J - REPURCHASE OF COMMON SHARES

In May 2001, the Company agreed to repurchase 1,250,000 common shares of a Director, Officer, and Founding Shareholder, David Brown, for the sum of $24,000 to be paid in four monthly installments of $6,000 beginning May 15, 2001.  Mr. Brown resigned as a Director and Officer effective May 15, 2001.  The Company paid $12,000 under the agreement during the three month period ending June 30, 2001 for the repurchase of 625,0000 shares of common stock.  After the end of the quarter, the Company paid Mr. Brown the remaining $12,000 for the repurchase of the final 625,000 shares.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements in this General Form For Registration Of Securities Of Small Business Issuer on Form 10-SB, particularly under this Item 2, may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements, expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed herein.  The words "believe," "expect", "anticipate", "seek" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date the statement was made.

Until the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, the Company cannot avail itself of the safe harbor protections of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934 with respect to any forward-looking statements contained herein.

Results of Operations for the Period ending June 30, 2001

Revenues

For the three months ending June 30, 2001, the Company had net sales of $290.297, as compared to net sales in the three months ending June 30, 2000 of $110,459, an increase of $179,838, or 162.8%.   The significant increase in revenues was the result of the success of sales efforts to sell the Company's products in new markets, primarily in the market for architectural shapes, and increased usage of the Company's products among existing customers, such as Peavey Speakers and Peachtree Signs.

Cost of Goods Sold

For the three months ending June 30, 2001, cost of goods sold were $192,260, as compared to cost of goods sold in the three months ending June 30, 2000 of $68,146, an increase of $124,114, or 182.1%.  As a percentage of net sales, cost of goods sold increased from 61.7% to 66.2% from 2000 to 2001.  Cost of goods sold increased as a percentage of net sales as the result of increased pricing on one of the raw materials used by Company.  The Company expects this increase in pricing to be temporary.

Gross Profit

Gross profit for the three months ending June 30, 2001 increased to $98,687 from $42,313 in the three months ending June 30, 2000.  As a percentage of sales, gross profit decreased to 33.3% in 2001 from 38.3% in 2000.  The increase in gross profit in 2001 was primarily attributable to the significant increase in sales, offset by an increase in the cost of some raw materials as described above.

General and Administrative Expenses

For the three months ending June 30, 2001, general and administrative expenses were $418,465, as compared to $414,540 in the three months ending June 30, 2000, an increase of $3,925, or 0.01%.  As a percentage of net sales, general and administrative expenses decreased from 375.3% to 143.8% from 2000 to 2001.  General and administrative expenses were lower as a result of the resignation of an officer of the Company during the quarter, offset by significant noncash expenses resulting from the issuance of common stock for consulting services during the period.

Other Income (Expense)

For the three months ending June 30, 2001, interest expense was $582 as compared to $340 in three months ending June 30, 2000, an increase of $242.

In the three months ended June 30, 2001, the Company recorded significant noncash expenses arising out of the issuance of warrants as compared to the same period in 2000Specifically, the Company recorded an expense of $52,660 as a result of warrants issued to various consultants and advisors hired by the Company during the quarter ended June 30, 2001, but did not incur any such expenses in the same period in 2000.

Income Taxes

In the three months ending June 30, 2001 and June 30, 2000, the Company did not incur any income tax expense as the result of operating losses in both years.

Net Income (Loss)

In the three months ending June 30, 2001, the Company had a net loss of  ($373,020) compared to a net loss of ($372,567) in the three months ending June 30, 2000, an increase of $453, or 0.01%.  .

Liquidity and Capital Resources

As of June 30, 2001, the Company had a net working capital deficit of ($52,019), as compared to net working capital of $27,191 at March 31, 2001.  The Company's decreased working capital was the result of continued operating losses incurred in the six months ended June 30, 2001, offset by proceeds from the sale of common stock and the exercise of warrants, as well as significant noncash expenses incurred in the six month period from the issuance of warrants and common stock for services rendered.

The Company's operations to date have been concentrated on the development of its coatings and initial marketing expenses, as well as costs associated with the refinement of its business plan.  Through 2000, the Company funded its short-term working capital needs primarily through the issuance of convertible notes and common stock in private placements.

As a part of its growth strategy, however, the Company requires greater working capital to fund the costs of product approvals and marketing expenses.  If certain marketing initiatives result in orders, the Company projects that it will become profitable in the last half of fiscal 2001.  However, the Company is currently exploring other avenues for additional financing in order to enable the Company to expedite the implementation of its business plan and achieve profitability.

Going Concern Qualification

The Company's independent auditors have included an explanatory paragraph in their report on the December 31, 2000 financial statements discussing issues which raise substantial doubt about the Company's ability to continue as a "going concern."  The going concern qualification is attributable to the Company's historical operating losses, the Company's lack of cash reserves and capital, and the amount of capital which the Company projects it needs to achieve profitable operations.  For the year ended December 31, 2000 and during the first half of fiscal 2001, the Company continued to experience a negative cash flow from operations, and projects that it will need additional capital to enable it to continue operations at its current level past September 30, 2001.

Once the Company's brand and product is established, the Company expects to become profitable in a short time due to the Company's low operating costs.  However, the Company's business historically takes substantial working capital to fund research and development into specific chemical formulations, the cost of obtaining health and safety approvals for a given application, and sales and marketing costs to generate sales within a new industry.  The Company is looking at various options to raise additional capital from large private investors or strategic investors.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

Not Applicable.

Item 2.  Changes in Securities.

Shares Issued for Consulting Services

On or about April 25, 2001, the Company issued Ronald Cail 16,000 shares of common stock as compensation for introducing the Company's products to residential contractors and rehabilitators known to Mr. Cail in his insurance business.  Mr. Cail is an accredited investor who is also an investor in the Company.

On or about May 15, 2001, the Company issued 33,500 shares of common stock to Richard Kauffman as consideration for Mr. Kauffman's assistance in developing certain applications of the Company's products in modular and mobile home manufacturing business.  Mr. Kauffman is an existing accredited investor in the Company who was familiar with Company at the time of the issuance of the shares.

Shares Repurchased by Company

On April 30, 2001, the Company and an officer and director, David Brown, mutually agreed to terminate Brown's employment agreement.  As part of the termination, Brown agreed to sell his common stock in the Company, consisting of 1,250,000 shares, back to the Company for $24,000 to be paid in four monthly installments of $6,000 each beginning May15, 2001.  On May 15, 2001 and June 15, 2001, the Company paid each installment of $6,000 and re-purchased 625,000 shares from Brown.  Subsequently in July and August 2001, the Company has completed its repurchase of Brown's remaining 625,000 shares.

Shares Issued in 2001 Under Section 4(2)

The Company issued shares of stock in 2001 to the following persons in transactions exempt from registration under Section 4(2).  In each case, the Company believed the person was either accredited or sophisticated based on prior investments made by the person in the Company, representations made to the Company, or other information available to the Company about the persons business affairs.  The Company also provided the persons with information comparable to what is required for a private placement under Regulation D, Rules 505 or 506.

|Name of Purchaser         | Date of Sale | No. of Shares | Amount Invested | Accredited (A) or Sophisticated (S)
|------------------------- | ------------ | ------------- | --------------- | -----------------------------------
|Ronald and Patricia Cail  | 04/25/01     | 50,000        | $50,000         | A                                  
|Russell and Rita Friedman | 05/01/01     | 10,000        | $10,000         | A                                  
|Robert Unland             | 05/09/01     | 2,000         | $  2,000        | S                                  
|Richard Kaufman           | 05/15/01     | 100,000       | $100,000        | A                                  
|Total:                    |              | 162,000       | $162,000        |                                    

Item 3.  Defaults Upon Senior Securities.

Not Applicable.

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

Not Applicable.

Item 5.  Other Information.

Not Applicable.



Item 6.  Exhibits and Reports on Form 8-K.



The Company filed a Current Report on Form 8-K dated May 11, 2001 reporting in Item 5 on the Company's agreement to repurchase a material number of its outstanding shares, in Item 6 on the resignation of David Brown as a director and in Item 7 filed copies of the material documents relating to the matters disclosed in the Report.



SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                         | INNOVATIVE COATINGS CORPORATION           
|------------------------ | ------------------------------------------
|Date:  November 21, 2001 | /s/ Jerry Phillips                        
|                         | By: Jerry Phillips, President and Director