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

                                  FORM 10-QSB

(Mark One)
 [X]                 QUARTERLY REPORT PURSUANT TO SECTION 13
                     OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2002
                                ------------------

OR
[  ]                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: 000-30069

                            Enviro-Energy Corporation
               ------------------------------------------------------

               (Exact name of registrant as specified in its charter)

              Nevada                                     88-0470239
-------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

  3897 Cinco Amigos, Santa Barbara, CA                     93105
----------------------------------------                 ----------

(Address of principal executive offices)                 (Zip Code)

                                (805) 682-4839
              ----------------------------------------------------

              (Registrant's telephone number, including area code)

                               ThermaFreeze, Inc.
                               ------------------

                               4430 Haskell Avenue
                               -------------------

                                Encino, CA 91436
                                ----------------

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

    Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
   1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
                  filing requirements for the past 90 days.
                                Yes [X] No [ ]

   APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                             PRECEDING FIVE YEARS:
   Indicate by check mark whether the registrant has filed all documents and
  reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
                             confirmed by a court.
                                Yes [ ] No [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS:
 Indicate the number of shares outstanding of each of the issuer's classes of
         common stock, as of the latest practicable date: 255,620,919



<PAGE>

                           ENVIRO-ENERGY CORPORATION



                               Table of Contents

<TABLE>
<CAPTION>

Table of Contents

                                                                 Page
<S>                                                              <C>

PART I - FINANCIAL INFORMATION

      Item 1. Financial Statements                                3

            Consolidated Balance Sheets                           4

            Consolidated Statements of Operations                 5

            Consolidated Statements of Cash Flows                 6

            Notes to Financial Statements                         7

      Item 2. Management's Discussion and Plan of Operation      15

PART II - OTHER INFORMATION

      Item 1. Legal Proceedings                                  17

      Item 4. Controls and Procedures                            17

      Item 6. Exhibits and Reports on Form 8-K                   17

SIGNATURES                                                       18

CERTIFICATIONS                                                   18
</TABLE>

                                      -2-

<PAGE>

                        PART I - FINANCIAL INFORMATION

                    ITEM 1. UNAUDITED FINANCIAL STATEMENTS

      The  accompanying  unaudited  consolidated financial statements have been
prepared  in  accordance  with generally  accepted  accounting  principles  for
interim financial reporting  and  pursuant  to the rules and regulations of the
Securities  and  Exchange Commission ("Commission").   While  these  statements
reflect  all  normal  recurring  adjustments  which  are,  in  the  opinion  of
management, necessary  for  fair  presentation  of  the  results of the interim
period,  they do not include all of the information and footnotes  required  by
generally  accepted  accounting  principles  for complete financial statements.
For  further  information,  refer  to the financial  statements  and  footnotes
thereto,  which are included in the Company's  Annual  Report  on  Form  10-KSB
previously filed with the Commission on May 14, 2002, and subsequent amendments
made thereto.

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


                                      -3-

<PAGE>

                           Enviro-Energy Corporation
                         (formerly ThermaFreeze, Inc.)
                          Consolidated Balance Sheet
                                  (Unaudited)

<TABLE>
<CAPTION>

Consolidated Balance Sheet (Unaudited)

                                                  September 30,      Dec 31
                                                        2002          2001
                                                  ------------------------------
<S>                                               <C>             <C>

Assets:


Current Assets:
 Cash and equivalents                                      $525                -
 Contracts receivable, net                            2,332,077        3,009,922
 Trade accounts receivable                               18,000
 Unbilled receivables                                   209,869          264,152
 Accounts receivables - related parties                 579,457           78,700
 Costs and estimated earnings in excess of
      billings on uncompleted contracts               2,248,885          390,856
 Other accounts receivable                                7,372
 Short-term notes receivable                                  -           50,000
 Interest receivable                                        748
 Prepaid assets and deposits                            252,380          213,328
                                                  ------------------------------
   Total current assets                               5,649,313        4,006,958

Fixed assets, net                                     2,490,203          787,354

Intangible assets, net                                  226,635
Investment in rawland                                    22,000           22,000
                                                  ------------------------------

                                                     $8,388,151        4,816,312
                                                  ==============================

Liabilities and Stockholders' (Deficit)

Current liabilities:
 Checks issued in excess of available cash             $472,127           24,145
 Trade accounts payable                               1,785,799        1,687,022
 Accounts payable - related party                        33,265           25,665
 Accrued and other current liabilities                  350,174          329,949
 Current portion of long-term debt                      289,030          289,030
 Operating loan payable                                 336,726          284,868
 Billings in excess of costs and estimated
   earnings on uncompleted contracts                  1,080,287          416,357
 Net liabilities to discontinued operations             323,432          323,432
 Loans from shareholders                                304,462          350,528
                                                  ------------------------------
   Total current liabilities                          4,975,302        3,730,996
                                                  ------------------------------

Deferred income taxes                                    65,000           65,000
Long-term debt, net of current portion                  199,012          437,624
                                                  ------------------------------

                                                      5,239,314        4,233,620
                                                  ------------------------------

Stockholders' (deficit):
 Preferred stock, $0.001 par value, 10,000,000 shares
  authorized, 1,500,000 shares issued and outstanding     1,500                -
 Common stock, $0.001 par value, 300,000,000 shares
  authorized; 255,620,919 shares issued and outstanding 255,620          255,620
 Additional paid-in capital                                   -                -
 Retained earnings                                    2,891,717          327,072
                                                  ------------------------------
                                                      3,148,837          582,692
                                                  ------------------------------

                                                     $8,388,151        4,816,312
</TABLE>
   The accompanying notes are an integral part of these financial statements
                                      -4-

<PAGE>

                           Enviro-Energy Corporation
                         (formerly ThermaFreeze, Inc.)
                     Consolidated Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>

Consolidated Statements of Operations (Unaudited)

                                  Three months ended       Nine months ended
                                      September 30,           September 30,
                              --------------------------------------------------
                                    2002        2001        2002        2001
                              --------------------------------------------------
<S>                           <C>         <C>         <C>          <C>


Revenue                        $5,022,640  $4,256,247  $12,210,369  $13,291,985
Cost of sales                   4,250,078   3,530,475   10,554,061   10,964,115
                              -------------------------------------------------

Gross profit                      772,562     725,722    1,656,308    2,327,870
                              -------------------------------------------------

Expenses:
 General and administrative       223,128     227,247      837,186      791,531
 Depreciation                      12,642      76,510       33,712      229,529
                              -------------------------------------------------
   Total expenses                 235,770     303,757      870,898    1,021,060
                              -------------------------------------------------

Net operating income              536,792     422,015      785,410    1,306,810
Other income (expenses):
 Other income                           -           -      137,276            -
 Interest income                    7,078      39,179       31,679       65,592
 Interest (expense)-related party (33,910)          -      (45,809)           -
                              -------------------------------------------------

Net income                       $509,960    $461,194     $908,556   $1,372,402
                              =================================================

Weighted average number of
  common shares outstanding-
  basic and fully diluted     254,620,919 219,512,719  254,620,919  134,600,002
                              =================================================

Net income per share-
  basic and fully diluted           $0.00       $0.00        $0.00        $0.01
                              =================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements
                                      -5-

<PAGE>

                           Enviro-Energy Corporation
                         (formerly ThermaFreeze, Inc.)
                     Consolidated Statement of Cash Flow
                                  (Unaudited)

<TABLE>
<CAPTION>

Consolidated Statement of Cash Flow (Unaudited)


                                                    Nine months ending
                                                       September 30,
                                                  ----------------------

                                                     2002        2001
                                                  ----------------------
<S>                                               <C>        <C>

Cash flows from operating activities
  Net income                                        $971,172  $1,372,402
  Depreciation                                        33,712     200,905
  Deferred income taxes                                    -    (15,779)
  Loss on sale of equipment                            4,005           -
  Adjustment to reconcile net income to
   net cash provided (used) by operations:
   (Increase) decrease in assets:
      Accounts receivable                         (1,203,372)    841,441
      Costs of uncompleted contracts              (1,823,876)   (612,422)
      Prepaid assets and deposits                     38,370      82,797
   Increase (decrease) in liabilities:
      Accounts payable                               541,404     196,484
      Accrued and other current liabilities           89,328  (1,034,612)
      Billing of uncompleted contracts               647,642    (712,427)
      Current income taxes                                 -         825
                                                  ----------------------
Net cash provided (used) by operating activities    (701,615)    310,614
                                                  ----------------------

Cash flows from investing activities
  Purchase of equipment                                 (284)    (30,702)
  Proceeds from disposal of equipment                 24,973           -
                                                  ----------------------
                                                      24,689     (30,702)
                                                  -----------------------

Cash flows from financing activities
  Checks issued in excess of available cash          472,127    (163,519)
  Proceeds from line of credit                       336,726           -
  Principal payments on long-term debt              (211,899)     33,867
                                                  -----------------------
Net cash provided by financing activities            596,954    (129,652)
                                                  -----------------------
Net increase (decrease) in cash                      (79,972)    150,260

Cash and equivalents - beginning                      79,972           -
                                                  ----------------------
Cash and equivalents - ending                             $-    $150,260
                                                  ======================

Supplemental disclosures:
  Interest paid                                      $45,810          $-
                                                  ======================
  Income taxes paid                                       $-          $-
                                                  ======================
</TABLE>

   The accompanying notes are an integral part of these financial statements
                                      -6-

<PAGE>

                              Enviro-Energy, Inc.
                         Notes to Financial Statements


Note 1 - Basis of Presentation

The  consolidated  interim  financial statements included herein, presented  in
accordance with United States  generally  accepted  accounting  principles  and
stated  in  US  dollars,  have  been  prepared  by  the Company, without audit,
pursuant  to  the  rules  and  regulations  of  the  Securities   and  Exchange
Commission.  Certain information and footnote disclosures normally  included in
financial  statements prepared in accordance with generally accepted accounting
principles  have   been  condensed  or  omitted  pursuant  to  such  rules  and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

These  statements reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which,  in  the  opinion  of  management,  are necessary for fair
presentation of the information contained therein.  It is  suggested that these
consolidated  interim  financial  statements  be read in conjunction  with  the
financial statements of the Company for the year  ended  December  31, 2001 and
notes  thereto  included  in  the  Company's 10-KSB annual report.  The Company
follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim  periods  are  not  indicative  of annual
results.

Note 2 - Nature of business and summary of significant accounting policies

Enviro-Energy,  Inc.  (the  "Company")  acquired  Energy  Flow Management, Inc.
(EFMI)  in  July  2001.  EFMI is responsible for developing and  promoting  the
Company's  ENVIRO-ENERGY  Bio-Waste-to-Energy  Systems.   The  Systems  process
environmental  bio-wastes  and  pollutants  converting  them into energy units,
"green"  fertilizers  and  recycled  water.   Energy units are  converted  into
electricity  or  heat  as  appropriate.  The Systems  can  provide  an  elegant
solution to "contained animal"  farm waste through the effective, efficient and
environmentally friendly recycling of natural waste products.

The Company acquired 100% of the outstanding stock of Colvico, Inc. ("Colvico")
during January 2002.  Colvico is  an  electrical engineering company located in
Spokane,  Washington.   The  work  is performed  primarily  under  fixed  price
contracts concentrated in the Pacific  Northwest.   The  operating cycle of the
Company's contracts varies, but is typically less than one year.

Method of Accounting for Long-Term Construction Contracts
---------------------------------------------------------


The accompanying financial statements have been prepared using  the percentage-
of- completion method of accounting and, therefore, take into account the cost,
estimated  earnings,  and  revenue  to  date  on  fixed-fee  and  cost-plus-fee
contracts not yet completed.

The  amount of revenue recognized at the statement date is the portion  of  the
total  contract  price  that the cost expended to date bears to the anticipated
final cost based on current  estimates  of cost to complete.  It is not related
to the progress billings to customers.  The  method  is used because management
considers  total  cost  to be the best available measure  of  progress  on  the
contracts.  Because of inherent  uncertainties  in  estimating  costs, it is at
least reasonably possible that the estimates used will change within  the  near
term.

Because  long-term  contracts  extend  over  one  or more years, changes in job
performance, changes in job conditions, and revisions  in estimates of cost and
earnings during the course of the work are reflected in  the  accounting period
in  which  the  facts  that  require  the  revision  become known.  Claims  for
additional contract revenue are recognized when realization  of  the  claim  is
assured and the amount can reasonably be determined.

At  the  time  a  loss  on  a  contract becomes known, the entire amount of the
estimated ultimate loss is recognized in the financial statements.

Contracts that are substantially  complete  are  considered  closed for finance
statement  purposes.   Revenue  earned  on contracts in progress in  excess  of
billings (und is classified as a current  asset.   Amounts  billed in excess of
revenue earned (overbillings) are classified as current liabilities.


                                      -7-

<PAGE>

                              Enviro-Energy, Inc.
                         Notes to Financial Statements

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  revenue  and  expenses  during the reporting period.
Actual results could differ from those estimates.

Cash and cash equivalents
-------------------------

The  Company  maintains a cash balance in a non-interest-bearing  account  that
currently does  not  exceed  federally  insured limits.  For the purpose of the
statements  of  cash  flows, all highly liquid  investments  with  an  original
maturity of three months or less are considered to be cash equivalents.

Investments
-----------

Investments in companies over which the Company exercises significant influence
are  accounted for by the  equity  method  whereby  the  Company  includes  its
proportionate  share  of  earnings  and  losses  of such companies in earnings.
Other long-term investments are recorded at cost and  are written down to their
estimated recoverable amount if there is evidence of a  decline  in value which
is other than temporary.

Property, plant and equipment
-----------------------------

Property, plant and equipment are stated at the lower of cost or estimated  net
recoverable  amount.   The cost of property, plant and equipment is depreciated
using the straight-line  method  based  on  the  lesser of the estimated useful
lives of the assets or the lease term based on the following life expectancy:

         Construction equipment                  5 Years
         Vehicles                                5 Years
         Office furniture and fixtures           7 Years

Repairs  and maintenance expenditures are charged to  operations  as  incurred.
Major improvements  and replacements, which extend the useful life of an asset,
are capitalized and depreciated over the remaining estimated useful life of the
asset.  When assets are  retired  or  sold,  the  costs and related accumulated
depreciation and amortization are eliminated and any  resulting gain or loss is
reflected in operations.

Reporting on the costs of start-up activities
---------------------------------------------

Statement  of  Position 98-5 (SOP 98-5), "Reporting on the  Costs  of  Start-Up
Activities," which  provides  guidance  on  the financial reporting of start-up
costs and organizational costs, requires most  costs of start-up activities and
organizational costs to be expensed as incurred.   SOP  98-5  is  effective for
fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5,
there has been little or no effect on the Company's financial statements.

Earnings per share
------------------

Net  earnings  per share is provided in accordance with Statement of  Financial
Accounting Standards  No. 128 (SFAS #128) "Earnings Per Share".  Basic earnings
per share is computed by  dividing earnings available to common stockholders by
the weighted average number of common shares outstanding during the period.


                                      -8-

<PAGE>

                              Enviro-Energy, Inc.
                         Notes to Financial Statements

Advertising Costs
-----------------

The  Company  expenses all costs  of  advertising  as  incurred.   The  Company
expensed $      and  $        in  advertising  costs  included  in  selling and
          -----       -------

marketing  expenses  for  the  nine-months  ended  September 30, 2002 and 2001,
respectively.

Fair value of financial instruments
-----------------------------------

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as  of  September  30,  2002.
The respective carrying value of certain on-balance-sheet financial instruments
approximated  their  fair  values. These financial instruments include cash and
accounts payable. Fair values  were  assumed to approximate carrying values for
cash and payables because they are short  term  in  nature  and  their carrying
amounts approximate fair values or they are payable on demand.

Impairment of long lived assets
-------------------------------

Long  lived  assets  held  and  used  by  the Company are reviewed for possible
impairment whenever events or circumstances  indicate the carrying amount of an
asset may not be recoverable or is impaired.

During the nine-months ended September 30, 2002,  the  Company  entered into an
agreement  to  dispose  of  the  net  assets  and  liabilities of Environmental
Reclamation, Inc. valued at $2,276,582 (see Note 6 below).   As of December 31,
2001, the amount was written off as "Loss on Disposition of Assets".

Stock-Based Compensation:
-------------------------

The  Company  accounts  for stock-based awards to employees in accordance  with
Accounting Principles Board  Opinion  No.  25,  "Accounting for Stock Issued to
Employees"  and  related  interpretations and has adopted  the  disclosure-only
alternative of FAS No. 123,  "Accounting for Stock-Based Compensation." Options
granted to consultants, independent representatives and other non-employees are
accounted for using the fair value method as prescribed by FAS No. 123.

Comprehensive Income
--------------------
SFAS No. 130,  ?Reporting Comprehensive Income", establishes standards for the
reporting  and  display of  comprehensive income  and  its  components  in the
financial  statements.  The Company had no items of other comprehensive income
and therefore has not presented a statement of comprehensive income.

Segment reporting
-----------------
The  Company  follows  Statement  of  Financial  Accounting Standards No. 130,
?Disclosures  About  Segments of an  Enterprise and  Related Information?. The
Company operates  as a single  segment  and will  evaluate additional  segment
disclosure requirements as it expands its operations.

Dividends
---------
The Company has not yet adopted any policy regarding payment of dividends.  No
dividends have been paid or declared since inception.

Income taxes
------------
The  Company follows  Statement  of  Financial  Accounting  Standard  No. 109,
?Accounting for Income Taxes? (?SFAS No. 109?) for recording the provision for
income taxes.  Deferred tax assets and liabilities are computed based upon the
difference between the financial statement and  income tax basis of assets and
liabilities using the  enacted  marginal tax rate  applicable when the related
asset or liability is expected to be realized or settled.  Deferred income tax
expenses or benefits are based on the changes in  the asset or  liability each
period.  If available  evidence suggests  that it is more likely than not that
some portion or all of the deferred tax assets will not be realized, a valuation
allowance is required to reduce the  deferred tax assets to the amount that is
more likely than not to be realized.  Future changes in such valuation allowance
are included in the provision for deferred income taxes in the period of change.



                                      -9-

<PAGE>

                              Enviro-Energy, Inc.
                         Notes to Financial Statements

Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods.  Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse.

Significant customers
---------------------
The Company grants credit to customers, substantially all of whom are located in
the Pacific Northwest. For all projects where collection problems are
anticipated, the Company follows the practice of filing statutory liens, which
serve as collateral on the receivables.

Recent pronouncements
---------------------
In June 2001, SFAS No. 141, ?Business Combinations,? and SFAS No. 142, ?Goodwill
and Other Intangible Assets,? were issued.  SFAS No. 141 requires that all
business combinations initiated after June 30, 2001 be accounted for using the
purchase method of accounting, and that identifiable intangible assets acquired
in a business combination be recognized as an asset apart from goodwill, if they
meet certain criteria.  The impact of the adoption of SFAS No. 141 on our
reported operating results, financial position and existing financial statement
disclosure is not expected to be material.

SFAS No. 142 applies to all goodwill and identified intangible assets acquired
in a business combination.  Under the new standard, all goodwill and indefinite-
lived intangible assets, including that acquired before initial application of
the standard, will not be amortized but will be tested for impairment at least
annually.  The new standard is effective for fiscal years beginning after
December 15, 2001.  Adoption of SFAS No. 142 effective January 1, 2002, will
result in the elimination of approximately $82,000 of annual amortization.  The
Company does not expect to recognize any impaired goodwill as of June 30, 2002.

In July 2001, SFAS No. 143, ?Accounting for Asset Retirement Obligations,? was
issued which requires the recognition of a liability for an asset retirement
obligation in the period in which it is incurred.  When the liability is
initially recorded, the carrying amount of the related long-lived asset is
correspondingly increased.  Over time, the liability is accreted to its present
value and the related capitalized charge is depreciated over the useful life of
the asset. SFAS No. 143 is effective for fiscal years beginning after June 15,
2002.  The impact of the adoption of SFAS No. 143 on the Company?s reported
operating results, financial position and existing financial statement
disclosure is not expected to be material.

In August 2001, SFAS No. 144, ?Accounting for the Impairment or Disposal of
Long-Lived Assets,? was issued.  This statement addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets and
broadens the definition of what constitutes a discontinued operation and how
results of a discontinued operation are to be measured and presented.  The
provisions of SFAS No. 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001.  The impact of the adoption of
SFAS No. 144 on our reported operating results, financial position and existing
financial statement disclosure is not expected to be material.


                                      -10-

<PAGE>

                              Enviro-Energy, Inc.
                         Notes to Financial Statements

Note 3 ? Contracts in progress

For the nine-months ended September 30, 2002 and 2001, contract amounts, costs,
estimated earnings, and the related billings to date on completed contracts and
contracts in progress were as follows:

                                             September 30, 2002
                                 Contract         Contract         Gross Profit
                                 Revenues          Costs

Total construction activity      $ 12,180,906     $ 10,691,741     $  1,489,165

Construction contracts completed
for the nine month period           1,936,079        1,707,705          228,374

Construction contracts
in progress                      $ 10,244,827     $  8,984,036     $  1,260,791

                                             September 30, 2001
                                 Contract         Contract         Gross Profit
                                 Revenues          Costs


Total construction activity      $ 13,291,985     $ 10,964,115     $  2,327,870

Construction contracts completed
for the nine month periods          1,654,204        1,654,204          749,893

Construction contracts
in progress                      $ 11,637,781     $ 10,059,804     $  1,577,977

Contracts in progress as of September 30, 2002 were as follows:

Cumulative costs to date                                          $  14,806,478
Cumulative gross profit to date                                       1,489,165

Cumulative revenue earned                                            16,295,643
Less progress billings to date                                       14,927,045

Net underbillings                                                 $   1,368,598

The following is included in the accompanying balance sheets under these
captions as of September 30, 2002:

Costs and estimated earnings on contracts in
progress in excess of billings                                     $  2,448,885

Billings in excess of costs and estimated earnings
on contracts in progress                                              1,080,287

                                                                   $  1,368,598


                                     -11-

<PAGE>

                              Enviro-Energy, Inc.
                         Notes to Financial Statements

Note 4 ? Note receivable ? related party

During the nine-months ended September 30, 2002, the Company maintained an
unsecured note receivable from a related party in the amount of $50,000.  The
note bears interest at 8% per annum and is due on demand.

Note 5 ? Property and equipment

Property and equipment consisted of the following:

                                             September 30,    September 30,
                                                 2002             2001
                                             ------------------------------
Vehicles and construction equipment           $  3,335,080        2,262,330
Small tools                                        692,671                -
Office furniture and fixtures                      133,145           87,877
Leasehold improvements                              87,559           52,685
                                             ------------------------------
                                                 4,248,455        2,402,892
Less accumulated depreciation and amortization   1,748,429        1,624,043
                                             ------------------------------

Total                                         $  2,490,026       $  778,849

Depreciation expense totaled $33,712 and $229,529 for the nine-months ended
September 30, 2002 and 2001, respectively.

Note 6 ? Line of credit

The Company maintained a $1,000,000 revolving line of credit agreement with a
local bank. The line expires in July 2003. Borrowings on the line bear interest
at the bank?s prime rate (4.75% at December 31. 2001), plus 0.25%. Any
borrowings are personally guaranteed by the president of Colvico. As of
September 30, 2002, the outstanding balance was $336,726.

Note 7 ? Notes payable

Notes payable at September 30, 2002 consisted of the following:

Notes payable, dated December 1, 2000, non-interest bearing, with
an original principal of $295,512.  The note payable requires 33
monthly payments of $8,955 through September 2003
                                                                     $  104,845

Fourteen notes payable, due various dates before February 2007,
secured by vehicles and equipment.  Interest rates range from
5.9% to 9.6%, and the notes payable require monthly payments of
$12,191
                                                                        383,197
                                                             ------------------

                                                                     $  488,042
Less current maturities                                                 289,030
                                                             ------------------

Long-term portion                                                    $  199,012
                                                             ==================

                                      -12-

<PAGE>

                              Enviro-Energy, Inc.
                         Notes to Financial Statements

Note 8 ? Stockholders? equity

In January 2002, the Company acquired 100% of the outstanding stock of Colvico,
Inc. for 4,000,000 shares of its $0.001 par value redeemable convertible
preferred stock.  The preferred shares may be converted into four shares of the
Company?s $0.001 par value common stock upon execution by the holder.

On April 23, 2002, the Company issued 50,000 shares of its $0.001 par value
common stock to an individual for legal services valued at $2,500.

Note 9 ? Commitments and contingencies

Leases

The Company entered into two lease agreements for rental of office and warehouse
space in the state of Washington with terms ranging from three to five years.
These leases require payments of taxes, insurance, and maintenance costs by the
Company. The leases have either month-to-month rental clauses or no specified
renewal options upon the expiration of the term. In addition, the Company
subleases portions of its office and warehouse facilities under a month-to-month
lease agreement for $3,500 per month.

For the nine-months ended September 30, 2002 and 2001, total rent expense
amounted to $65,280 and $54,034, respectively, net of sublease income of $29,000
and $43,989, respectively.

Penalties

The Company is subject to various penalties and liquidated damages in the event
that certain jobs are not completed by the contracted completion date.
Management does not believe that the outcome of these matters will have a
material effect on the Company?s financial position or results of operations.

Bonding Agreements

Colvico has a bonding agreement with a surety company for its projects. As part
of the bonding agreement, the surety has recourse against all of Colvico?s
assets, and the surety?s obligations are indemnified by Colvico?s president.

Note 10 ? Backlog

The following schedule summarizes changes in backlog on contracts during the six
months ended September 30, 2002.  Backlog represents the amount of revenue the
Company expects to realize from work to be performed on uncompleted contracts in
progress at September 30, 2002, and from contractual agreements on which work
has not yet begun:

Backlog balance at September 30, 2001                            $  3,801,168
New contracts and contract adjustments during the year             14,294,081
                                                          -------------------

Sub-total                                                          18,095,249
Less contract revenue earned during the year                       12,180,906
                                                          -------------------

Backlog balance at September 30, 2002                            $  5,914,343
                                                          ===================

                                      -13-

<PAGE>

                            Enviro-Energy Corporation
                          Notes to Financial Statements

Note 11 ? Related party transactions

The Company rents its shop and office building from the president/sole
shareholder on a monthly basis. Rent expense for the nine-months ended September
30, 2002 and 2001 was $72,765. In 1993, the Company spun off a harness assembly
operation, transferring inventory, machinery, and other assumed related business
liabilities to a related company. The related company paid $18,000 and $18,000
in administrative fees and rent to the Company during each of the nine months
ended September 30, 2002 and 2001, respectively.

The Company also received administrative fees from 2 additional related parties;
an antique light manufacturing company in the amount of $4,000, and a property
management company in the amount of $4,000 during the nine-months ended
September 30, 2002.

Note 12 ? Retirement plan

The Company maintains a profit sharing plan which covers all nonunion employees
who have met the specific requirements as to age and length of service.
Employees are eligible upon completing one year of service and attaining the age
of 21. An employee must work at least 1,000 hours during a 12-month period for
purposes of eligibility. The contribution each year is determined by the
Company, and each participant receives an allocation of the annual contribution
in proportion to his/her compensation for the plan year.

In addition, the Company pays union retirement benefits for workers covered
under collective bargaining agreements. The Company does not administer these
retirement plans and includes the benefit costs in job costs.

                                       -14-

<PAGE>

            Item 2. Management's Discussion and Plan of Operation

                        Forward-Looking Statements

   This Quarterly Report contains forward-looking statements about Enviro-Energy
Corporation?s business, financial condition and prospects that reflect
management?s assumptions and beliefs based on information currently available.
We can give no assurance that the expectations indicated by such forward-looking
statements will be realized.  If any of our management?s assumptions should
prove incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, ENGY?s actual results may differ materially
from those indicated by the forward-looking statements.

   The key factors that are not within our control and that may have a direct
bearing on operating results include, but are not limited to, acceptance of our
services, our ability to expand our customer base, managements? ability to raise
capital in the future, the retention of key employees and changes in the
regulation of our industry.

   There may be other risks and circumstances that management may be unable to
predict.  When used in this Quarterly Report, words such as,  "believes,"
"expects," "intends,"  "plans,"  "anticipates,"  "estimates" and similar
expressions are intended to identify forward-looking statements, as defined in
Section 21E of the Securities Exchange Act of 1934, although there may be
certain forward-looking statements not accompanied by such expressions.

   The safe harbors of forward-looking statements provided by Section 21E of the
Exchange Act are unavailable to issuers of penny stock.  As we issued securities
at a price below $5.00 per share, our shares are considered penny stock and such
safe harbors set forth under the Reform Act are unavailable to us.

                                      General

   Enviro-Energy Corporation is focused on converting bio-masses into electrical
energy and saleable by-products.  We own patented Advanced Anaerobic Processing
Technology.  The first biomass waste-to-energy systems are in Tillamook, Oregon,
and are expected to be placed throughout the agricultural community.

   A critical factor to the economics of bio-waste systems is the ability to
convert energy units into revenue.  Energy units are comprised of the by-
products (or outputs) of the waste treatment system.  In macro terms these
products are a blend of methane, carbon dioxide, recycled water and green
fertilizer.  While traditional programs look to converting methane to
electricity, this is neither always desirable nor feasible in areas where
electricity rates are low or transmission lines inadequate.  Further carbon
dioxide is often not fully utilized, especially in small-scale units.  We
believe that we have found a viable new market for our energy units by providing
energy products for greenhouses.  Contained plant growth, also known as a
greenhouse, is high consumers of every form of energy unit produced by our bio-
waste systems.  Fertilizer is consumed by plants, carbon dioxide enhances plant
growth, and heat and/or electricity is essential for sustained greenhouse
operation.

   One year ago we launched a roll up strategy in the environmental industry.
From a broad based approach we quickly found a niche in the bio-waste sector,
treating and converting farm waste into energy units such as electricity, heat
and fertile soil additives.  The sale of our interest in Environmental
Reclamation Inc. significantly reduced cash drains, allowed for complete
management focus on the bio-waste business and set the stage for ongoing
profitability.  The acquisition of Colvico, Inc. on January 30th, 2002 provided
us with resources capable of bringing our bio-waste technology into the market.

   Interest in the proprietary bio-waste systems has been strong.  We began
construction of our first fully containerized system in the first quarter and
have installed this system in Tillamook, Oregon.  We anticipate that successful
launching and operation of this unit will generate order activity for our full
range of bio-waste products.  Base line revenues continue from general
operations of Colvico, Inc.

                           Results of Operations

   Our revenue from sales was $5,022,640 for the three months ended September
30, 2002.  Our direct cost of sales for this period was $4,250,078, which
resulted in a gross profit for period of $772,562 for the three month period
ended September 30, 2002.  In the year-ago period, we generated revenues of
$4,256,247.  Our cost of sales for the period ended September 30, 2001 was
$3,530,475, which resulted in a $725,772 gross profit.  Comparatively, our
revenues increased approximately 18 % year-over-year, while our gross profit
increased approximately 6%.

                                   -15-

<PAGE>

   During the nine month period ended September 30, 2002, we generated revenue
from sales of $12,210,369.  Concurrently, our direct cost of sales for this
period was $10,554,061, which resulted in a gross profit for the year to date of
$1,656,308.  In the year-ago nine month period ended September 30, 2001, we
generated revenues of $13,291,985.  Our cost of sales during this period was
$10,964,115, which resulted in a gross profit of $2,327,870.  Comparatively, our
revenues declined approximately 8% year-over-year, while our gross profit
decreased by approximately 29%.

   We earned net income of $509,960 for the three months ended September 30,
2002, compared with $461,194 in the year-ago period, which represents an 11%
increase year-over-year.  In the year to date, our net income decreased almost
34% from $1,372,402 through September 30, 2001 to $908,556 through September 30,
2002.

Internal and External Sources of Liquidity

   Our cash on hand as of September 30, 2002 was a $525.  Net cash used by
operating activities was $701,615 for the nine months ended September 30, 2002,
as compared to net cash provided by operating activities of $310,614 during the
third quarter of 2001.

   Our management believes that our current level of cash is insufficient to
meet our present growth strategies and related working capital and capital
expenditure requirements.  Our management anticipates the need to raise
additional capital in the foreseeable future.  We cannot be certain that
additional funds will be available on satisfactory terms when needed, if at all.
However, we cannot assure you that we will be able to raise enough capital to
stay in business.  If we raise additional funds by issuing equity securities or
debt securities that are convertible into equity securities, of which there are
no agreements or arrangements to do so, the percentage ownership of our
stockholders will be reduced and those securities may have rights and
preferences that are senior to the common stock.

   We currently maintain a $1,000,000 revolving line of credit agreement with a
local bank.  This credit line expires in July 2003.  Borrowings on the line bear
interest at the bank?s prime rate (4.75% at December 31. 2001), plus 0.25%.  Any
borrowings are personally guaranteed by the president of Colvico. As of
September 30, 2002, the outstanding balance was $336,726.

   In addition, we had $488,042 in outstanding notes payable as of September 30,
2002.  Please refer to Note 7 of the footnotes to our unaudited financial
statements for detailed information on these notes.

   We do not anticipate purchasing or selling any plant or significant equipment
during the next 12 months.  Our capital expenditures will be consistent with
anticipated growth in our operations, infrastructure and personnel.

Material Commitments For Capital Expenditures And Expected Sources Of Funds

   We have extended a note receivable to a related party in the amount of
$50,000 bearing an annual interest rate of 8%.  We expect to fully receive the
principal and interest on this note in at least the next 12 months.

   We entered into two lease agreements for rental of office and warehouse space
in the State of Washington with terms ranging from three to five years.  These
leases require us to cover taxes, insurance and maintenance costs on these
properties.  The leases have either month-to-month rental clauses or no
specified renewal options upon the expiration of the term.  In addition, we
sublease portions of this office and warehouse facilities under a month-to-month
lease agreement for $3,500 per month.  For the nine-months ended September 30,
2002 and 2001, total rent expense amounted to $65,280 and $54,034, respectively,
net of sublease income of $29,000 and $43,989, respectively.

Known Trends Likely To Have A Material Impact On Short Or Long Term Liquidity

   As of September 30, 2002 we had $4,975,302 in current liabilities and current
assets of $5,649,313.  Our management believes that we will be able to meet our
financial obligations.  However, if we are unable to collect on accounts or
notes receivable on a timely basis, we may be unable to satisfy certain of our
commitments.  In addition, if we are unable to generate short term positive cash
flows, our cash on hand as of September 30, 2002 may prevent us from meeting
short-term capital requirements.

   We continue to pursue a number of strategies to bolster our liquidity
requirements.  Such strategies include an Employee Stock Ownership Plan, seeking
traditional lines of operating capital against cash flows and assets, joint
ventures, strategic alliances and direct investments into specific operating
units by organizations seeking access to our technologies and engineering
capabilities.  While no one activity has matured, our management believes that
we have reasonable prospects for more than one of these strategies to develop
into successful infusions of capital.

                                    -16-

<PAGE>

                           PART II - OTHER INFORMATION

                            Item 1. Legal Proceedings

There is pending litigation for our recovery of an unpaid stock sale receivable.

                         Item 4. Controls and Procedures

   Within 90 days prior to the date of filing of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer (who also effectively serves as the Chief
Financial Officer), of the design and operation of our disclosure controls and
procedures.  Based on this evaluation, our Chief Executive Officer concluded
that our disclosure controls and procedures are effective for gathering,
analyzing and disclosing the information we are required to disclose in the
reports we file under the Securities Exchange Act of 1934, within the time
periods specified in the SEC?s rules and forms.  There have been no significant
changes in our internal controls or in other factors that could significantly
affect internal controls subsequent to the date of this evaluation.

                      Item 6. Exhibits and Reports on Form 8-K

Exhibit Number                Name and/or Identification of Exhibit

      3                       Articles of Incorporation & By-Laws
                                 (a) Articles of Incorporation of the Company.*
                                 (b) By-Laws of the Company.*

      99                      Certification Pursuant to Section 906 of the
                              Sarbanes-Oxley Act pf 2002

* Incorporated by reference to the exhibits to the Company?s General Form for
Registration of Securities of Small Business Issuers on Form 10-SB, and
amendments thereto, previously filed with the Commission.

                                      -17-

<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                            Enviro-Energy Corporation
-------------------------------------------------------------------------------
                                   (Registrant)

                               By: /s/ Thomas Bowers
                                   -----------------
                                   Thomas Bowers
                                   Chairman


                                  CERTIFICATIONS

I, Thomas Bowers, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Enviro-Energy
Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact, or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial position, results of operations, and cash flows of the
issuer as of, and for, the periods presented in this quarterly report.

4.   I am responsible for establishing and maintaining disclosure controls and
procedures for the issuer and have:

   (i)    Designed such disclosure controls and procedures to ensure that
          material information relating to the issuer is made known to me,
          particularly during the period in which the periodic reports are being
          prepared;
   (ii)   Evaluated the effectiveness of the issuer?s disclosure controls and
          procedures as of September 30, 2002; and
   (iii)  Presented in the report our conclusions about the effectiveness of the
          disclosure controls and procedures based on my evaluation as of the
          Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the issuer?s
auditors and the audit committee of the board of directors (or persons
fulfilling the equivalent function):

   (i)   All significant deficiencies in the design or operation of internal
         controls which could adversely affect the issuer?s ability to record,
         process, summarize and report financial data and have identified for
         the issuer?s auditors any material weaknesses in internal controls
         (none were so noted); and
   (ii)  Any fraud, whether or not material, that involves management or
         other employees who have a significant role in the issuer?s internal
         controls (none were so noted); and

6.   I have indicated in the report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


Date:  November 14, 2002

/s/ Thomas Bowers
     President, CEO, and Principal Financial Officer

                                        -18-