U.S. Securities and Exchange Commission
                             Washington D. C. 20549

                                  FORM 10-QSB/A
                                (AMENDMENT NO. 2)
(Mark One)
[X]               QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1998

[ ]              TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF
                                THE EXCHANGE ACT
               FOR THE TRANSITION PERIOD FROM_________ TO ________

                           COMMISSION FILE NO. 0-10841

                 ----------------------------------------------
                               ENERGY OPTICS, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
                 ----------------------------------------------

           NEW MEXICO                                             85-0273340
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                     29425 C.R. 561, TAVARES, FLORIDA 32778
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (352) 742-5010
                           (ISSUER'S TELEPHONE NUMBER)


              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                         IF CHANGED SINCE LAST REPORT)


   CHECK WHETHER THE ISSUER (1) HAS 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. (L) YES X NO_
(2) YES X    NO_


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

   CHECK WHETHER THE REGISTRANT FILED ALL DOCUMENTS AND REPORTS REQUIRED TO BE
FILED BY SECTION 12, 13 OR 15(D) OF THE EXCHANGE ACT AFTER THE DISTRIBUTION OF
SECURITIES UNDER A PLAN CONFIRMED BY COURT. YES X    NO ____


                      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: 12,311,814 (PLUS 565,450
SHARES IN DISPUTE) AS OF JUNE 18, 1998

   TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

YES ____    NO   X


THIS AMENDMENT IS FILED TO INCLUDE EXHIBIT 27 FINANCIAL DATA SCHEDULE.


<PAGE>




Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.


                                                  ENERGY OPTICS, INC.

DATED: August 5, 1998                  By:  /S/ JAMES C. STATHAM
                                          ----------------------------------
                                            James C. Statham, President
                                            (Principal Executive Officer)


<PAGE>


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


DATED: August 5, 1998             By:    /S/                  STEPHEN F. WATWOOD
                                         ---------------------------------------
                                          Stephen Watwood, Director, Chairman of
                                          the Board and Chief Executive Officer 
                                          (Principal Executive Officer)

DATED: August 5, 1998             By:    /S/                    JAMES C. STATHAM
                                         ---------------------------------------
                                          James C. Statham, President, Director 
                                          and Chief Operations Officer

DATED: August 5, 1998             By:    /S/                   SHIRLEY M. HARMON
                                         ---------------------------------------
                                          Shirley Harmon, Director

DATED: August 5, 1998             By:    /S/                   THOMAS W. ROBERTS
                                         ---------------------------------------
                                          Thomas Roberts, Treasurer
                                          (Principal Financial Officer)

DATED: August 5, 1998             By:    /S/                    RENEE C. RIEGLER
                                         ---------------------------------------
                                          Renee Riegler, Secretary, Assistant
                                          Treasurer  (Corporate Secretary)


<PAGE>


                                INDEX TO EXHIBITS


EXHIBITS

  27              Financial Data Schedule