ACCESSION NUMBER:
CONFIRMED SUBMISSION TYPE:          10QSB
PUBLIC DOCUMENT COUNT:
CONFORMED PERIOD OF REPORT:         20000403
FILED AS OF:

FILER:

COMPANY DATA:
         COMPANY CONFORMED NAME:            RADIANT ENERGY CORPORATION
         CENTRAL INDEX KEY:                 0001107415
         STANDARD INDUSTRIAL CLASSIFCATION: 87-33
         IRS NUMBER:                        898128590 (CANADA)
         STATE OF INCORPORATION:            ONTARIO, CANADA
         FISCAL YEAR END:                   1031

FILING VALUES:
         FORM TYPE:          10QSB
         SEC ACT:
         SEC FILE NUMBER:    000-29663

BUSINESS ADDRESS:
         STREET 1:           40 CENTRE DRIVE
         CITY:               ORCHARD PARK
         STATE:              NY
         ZIP:                14127
         BUSINESS PHONE:     7166620022

MAIL ADDRESS:
         STREET 1:           40 CENTRE DRIVE
         CITY:               ORCHARD PARK
         STATE:              NY
         ZIP:                14127

FORMER COMPANY:
         AMALGAMATION:       NORTHERN ATLAS INC.
         AMALGAMATION DATE:  19960221


<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                    [x] QUARTERLY REPORT UNDER SECTION 13 OR
                 15 (D) OF THE SECURITTIES EXCHANGE ACT OF 1934

                      FOR THE PERIOD ENDED: APRIL 30, 2000
                          COMMISSION FILE NO: 000-29663

                           RADIANT ENERGY CORPORATION
       (EXACT NAME OF SMALL BUISINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                                     CANADA
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

                                       N\A

                      (IRS EMPLOYER IDENTIFICATION NUMBER)

                     40 CENTRE DRIVE, ORCHARD PARK, NY 14127
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                  (716)662-0022

                           (ISSUER'S TELEPHONE NUMBER)
              STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE
                  ISSUER'S CLASSES OF COMMON EQUITY, AS OF THE
                     (LATEST PRACTICABLE DATE) MAY 16, 2000

                         VOTING COMMON STOCK: 13,472,401

      TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: (CHECK ONE):YES_;NO X


<PAGE>

PART 1- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL INFORMATION

RADIANT ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS- UNAUDITED

APRIL 30, 2000 AND OCTOBER 31, 1999

<TABLE>

<S>                                                  <C>                 <C>
                                                     APRIL 30,           OCTOBER 31,
                                                      2000               1999
ASSETS

Current

Cash and term deposits                                2,856,402           1,981,232
Accounts receivable                                      35,176                   -
Inventory                                                13,912              13,912
Deposits and prepaid expenses                            24,412           1,203,316
------------------------------------------------------------------------------------
Total current assets                                  2,929,902           3,198,460
Deferred charges                                         22,934              67,809
Patents                                                 342,587             357,634
Capital                                                 595,603             663,336
------------------------------------------------------------------------------------
                                                      3,981,026           4,287,239
------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS EQUITY
Current

Accounts payable and accrued liabilities                619,653             815,021
Current portion of long-term debt                        68,800              68,484
------------------------------------------------------------------------------------
Total current liabilities                               688,453             883,505
------------------------------------------------------------------------------------
Deferred income taxes                                     4,402               4,402
Long-term debt                                          340,967             871,808
Shareholders' equity
Share capital                                        10,034,957           8,721,039
Cumulative comprehensive income                           5,380               5,380
Deficit                                              (7,183,133)         (6,198,895)
------------------------------------------------------------------------------------
Total shareholders' equity                            2,857,204           2,527,524
------------------------------------------------------------------------------------
                                                      3,891,026           4,287,239
------------------------------------------------------------------------------------
</TABLE>
<PAGE>

RADIANT ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED

SIX MONTHS ENDED APRIL 30, 2000 AND 1999
<TABLE>

<S>                                                  <C>                 <C>
                                                     APRIL 30,           APRIL 30,
                                                     2001                1999
REVENUE

Sales                                                3,428,117                  350
Operating expenses, exclusive of
   depreciation and amortization shown separately    3,139,668                2,439
Gross margin                                           288,449               (2,089)
Interest income                                         66,298                    -
------------------------------------------------------------------------------------
                                                       354,747               (2,089)
------------------------------------------------------------------------------------

EXPENSES

Marketing                                              419,997              154,348
General and administrative                             645,134              258,298
Research and product development                       152,859               82,414
Depreciation and amortization                          116,260              109,806
Interest                                                 4,735               15,846
------------------------------------------------------------------------------------
                                                     1,338,985              620,712
------------------------------------------------------------------------------------
Loss for the period                                   (984,238)            (622,801)
------------------------------------------------------------------------------------

Basic loss per common share                              (0.08)               (0.08)
------------------------------------------------------------------------------------

Weighted average number of shares                   12,692,351            8,161,066
------------------------------------------------------------------------------------
</TABLE>
<PAGE>

RADIANT ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED

THREE MONTHS ENDED APRIL 30, 2000 AND 1999
<TABLE>

<S>                                                  <C>                 <C>
                                                     APRIL 30,           APRIL 30,
                                                     2002                1999
REVENUE

Sales                                                   21,857                  350
Operating expenses, exclusive of
   depreciation and amortization shown separately      272,297                2,439
Gross margin                                          (250,440)              (2,089)
Interest income                                         45,422                    -
------------------------------------------------------------------------------------
                                                       354,747               (2,089)
------------------------------------------------------------------------------------


EXPENSES

Marketing                                              269,828              112,258
General and administrative                             366,353              151,332
Research and product development                       104,539               42,550
Depreciation and amortization                           50,190               55,028
Interest                                                (6,310)               9,871
------------------------------------------------------------------------------------
                                                       784,600              371,039
------------------------------------------------------------------------------------
Loss for the period                                   (989,618)            (373,128)
---------------------------------------------------------------------------------------

Basic loss per common share                              (0.08)               (0.05)
------------------------------------------------------------------------------------

Weighted average number of shares                   13,193,761            8,177,126
------------------------------------------------------------------------------------
</TABLE>
<PAGE>

RADIANT ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW - UNAUDITED

SIX MONTHS ENDED APRIL 30, 2000 AND 1999
<TABLE>

<S>                                                        <C>                 <C>
                                                           APRIL 30,           APRIL 30,
                                                           2000                1999
OPERATING ACTIVITIES
Loss for the period                                         (984,238)           (622,801)
Add items not affecting cash
   Depreciation and amortization                             116,260             113,800
   Deferred taxes                                                  -               7,902
-----------------------------------------------------------------------------------------
                                                            (867,978)           (501,099)
Net change in non- cash working capital items relating to
   Operational activities                                    948,360             188,442

Cash provided by (used in) operating activities               80,382            (312,657)
-----------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of fixed assets                                     (28,034)            (15,443)
-----------------------------------------------------------------------------------------
Cash used in investing activities                            (28,034)            (15,443)
-----------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Issuance (repayment) of long-term debt                      (530,525)            276,876
Decrease in deferred charges                                  39,429                   -
Issuance of common shares                                  1,313,198             119,218
-----------------------------------------------------------------------------------------
Cash provided by financing activities                        822,822             396,094
-----------------------------------------------------------------------------------------

Effect of exchange rate changes on cash and equivalents            -             (52,175)
-----------------------------------------------------------------------------------------

Net increase in cash and term deposits                       875,170              15,819
Cash (overdraft) and term deposits, beginning of period    1,981,232              (4,578)
-----------------------------------------------------------------------------------------
Cash and term deposits, end of period                      2,856,402              11,241
-----------------------------------------------------------------------------------------

Cash interest paid                                            27,089                 300
-----------------------------------------------------------------------------------------
</TABLE>
<PAGE>

RADIANT ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW - UNAUDITED

THREE MONTHS ENDED APRIL 30, 2000 AND 1999
<TABLE>

<S>                                                         <C>                 <C>

                                                              APRIL 30,         APRIL 30,
                                                              2000              1999
OPERATING ACTIVITIES
Loss for the period                                           (989,618)         (373,128)
Add items not affecting cash
   Depreciation and amortization                                50,190            58,485
   Deferred taxes                                                    -             4,522
--------------------------------------------------
                                                              (939,428)         (310,121)
Net change in non- cash working capital items relating to
    operational activities                                    (337,745)           99,940
----------------------------------------------------
Cash provided by (used in) operating activities             (1,277,173)         (210,181)
-----------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of fixed assets                                       (15,116)          (14,634)
-----------------------------------------------------------------------------------------
Cash used in investing activities                              (15,116)          (14,634)
-----------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Issuance (repayment) of long-term debt                        (475,594)          197,960
Decrease in deferred charges                                    25,958                 -
Issuance of common shares                                     (690,405)            65,494
-----------------------------------------------------------------------------------------
Cash provided by financing activities                          240,409           263,454
-----------------------------------------------------------------------------------------

Effect of exchange rate changes on cash and equivalents              -           (34,185)
-----------------------------------------------------------------------------------------

Net increase in cash and term deposits                      (1,051,880)            4,454
Cash (overdraft) and term deposits, beginning of period      3,908,282             6,787
-----------------------------------------------------------------------------------------
Cash and term deposits, end of period                        2,856,402            11,241
-----------------------------------------------------------------------------------------

Cash interest paid                                                 278               102
-----------------------------------------------------------------------------------------
</TABLE>
<PAGE>

RADIANT ENERGY CORPORATION AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity

<TABLE>

<S>                                        <C>             <C>               <C>              <C>            <C>
                                                                             Accumulated
                                                                             other

                                           Common          Comprehensive     comprehensive    Retained
                                           Stock           income            income           earnings       Total
                                             $               $                  $                 $            $
------------------------------------------------------------------------------------------------------------------------
Balance, October 31, 1998                   5,243.320           9,922         (4,827,339)        435,903
------------------------------------------------------------------------------------------------------------------------
Net Loss                                            -      (1,371,556)                 -      (1,371,556)    (1,371,556)

Foreign currency translation, net of tax            -          (4,542)            (4,542)              -         (4,542)

Comprehensive income                                -      (1,376,098)                 -               -              -

Proceeds on issue of shares                 3,477,719               -                  -               -      3,477,719
------------------------------------------------------------------------------------------------------------------------
Balance, October 31, 1999                   8,721,039               -              5,380      (6,198,895)     2,527,524
------------------------------------------------------------------------------------------------------------------------

Net loss                                            -        (984,238)                 -        (984,238)      (984,238)

Foreign currency translation, net of tax            -               -                  -               -              -

Comprehensive income                                -        (984,238)                 -               -              -


Proceeds on issue of shares                 1,313,918               -                  -               -      1,313,918
------------------------------------------------------------------------------------------------------------------------
Balance, April 30, 2000                    10,034,957               -              5,380      (7,183,133)     2,857,204
------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

The  accompanying  unaudited  consolidated  condensed  financial  statements  of
Radiant Energy Corporation (the "Company") have been prepared in accordance with
generally accepted accounting  principles for interim financial  information and
with the  instructions to Form 10-QSB.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial  statements.  In the opinion of management all
adjustments  (consisting only of normal recurring accruals) considered necessary
for a fair  presentation  of the results for the interim  period ended April 30,
2000, have been included. Operating results for the six-month period ended April
30, 2000, are not necessarily indicative of the results that may be expected for
the full year.  For further  information,  refer to the  consolidated  financial
statements and the notes to consolidated  financial  statements  included in the
Company's Form 10-SB as filed with the Securities  and Exchange  Commission,  on
June xx, 2000 Amendment No. 1 to which are incorporated herein by reference. All
capitalized  terms  used in these  notes  to  consolidated  condensed  financial
statements  that are not defined  herein have the meanings given to them in such
consolidated  condensed financial statements and notes to consolidated condensed
financial statements.

All material intercompany balances and transactions have been eliminated.

<PAGE>

Following is  information  about the  computation of earnings per share data for
the periods ended April 30, 2000 and April 30, 1999
<TABLE>
<S>                                                  <C>               <C>              <C>

                                                                       Per-Share
                                                     Numerator         Denominator      Amounts

                                                     Six months Ended April 30, 2000

Net loss                                             $(984,238)

Basic and diluted earnings per share,
Income available to common shareholders              $(984,238)        12,692,351       $(0.08)
                                                     ----------        ----------       -------


                                                     Six months Ended April 30, 1999

Net loss                                             $(622,801)

Basic and diluted earnings per share,
Income available to common shareholders              $(622,801)        8,161,066        $(0.08)
                                                     ----------        ---------        -------
</TABLE>

At April 30, 2000 options for the purchase of 1,116,551  shares were outstanding
and at  April  30,  2000  the  Company  had 7%  secured  convertible  debentures
outstanding that were  convertible to 349,492 shares.  At April 30, 1999 options
to purchase  995,883 were  outstanding  and at April 30, 1999 the Company had 6%
secured  convertible  debentures  outstanding  that were  convertible to 105,840
shares.  The  options  and  shares  to be issued on  conversion  of  convertible
debentures  were not included in the  computation of diluted  earnings per share
for  April  30,  2000 and  April  30,  1999 as  their  inclusion  would  have an
anti-dilutive impact as a result of losses being reported for these periods.

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

FORWARD LOOKING STATEMENTS.

This Management's  Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements. For this purpose, any statements
that  are  not  statements  relating  to  historical  facts  may  be  considered
forward-looking   statements.   Without   limiting  the  foregoing,   the  words
"believes,"  "anticipates,  "Plans,"  "expects,"  and  similar  expressions  are
intended to identify forward-looking  statements.  In addition,  forward looking
statements  include,  but  are  not  limited  to,  statements  regarding  future
financing needs,  future revenues,  future  profitability  and factors affecting
future liquidity. A number of important factors could cause the Company's actual
results  to  differ  materially  from  those  indicated  in the  forward-looking
statements in this  discussion.  Reference is made to the information  under the
heading "Risk Factors and Investment  Considerations" under "Item 1. Description
of Business"  contained in the  Company's  Registration  Statement on Form 10-SB
filed with the  Securities and Exchange  Commission on February 24, 2000,  which
information is incorporated herein by reference. The forward-looking  statements
contained in this discussion  represent the Company's  judgement to update these
forward-looking statements.

The following  discussions  and analysis  presents a review of the  consolidated
condensed   operating   results  and  financial   condition  of  Radiant  Energy
Corporation (the "Company") and its subsidiary Radiant Aviation  Services,  Inc.
("RAS") for the six month period ended April 30, 2000 and 1999.  This discussion
and  analysis  should be read in  conjunction  with the  Consolidated  Condensed
Financial  Statements and Notes thereto contained in the Company's  Registration
Statement on Form 10-SB filed February 24, 2000.

DISCUSSION OF FINANCIAL CONDITION CHANGES FROM
OCTOBER 31, 1999 TO APRIL 30, 2000

All dollar  amounts  referred to in the  following  discussion  are based on the
April  30,  2000  Canadian  exchange  rate of  $1.4801  per  U.S.  dollar  where
applicable.

Reference is made to the discussions under "Item 2. Management's  Discussion and
Analysis of  Financial  Condition  and Results of  Operations"  contained in the
Company's Registration Statement on Form 10-SB As filed with the SEC on February
24, 2000, which is incorporated  herein by reference.  The following  discussion
reflects changes since that discussion.

LIQUIDITY AND CAPITAL RESOURCES

During the six month period ended April 30, 2000, the Company's  working capital
decreased  from  $2,325,000 to  $2,241,000,  primarily as a result of continuing
operating losses that were largely offset by financing  activities.  During that
period,  deposits and prepaid  expenses  decreased  from  $1,203,316 to $24,412.
Deposit  and  prepaid  expenses  at October  31,  1999  included  deposits  with
suppliers of $1,152,000, which decreased to nil as a result of the completion of
the InfraTek(R) 2000 System at the Newark International  Airport and without the
commencement of any new installations.  Management expects that cash on hand and
funds from operations will be sufficient to meet reasonably  foreseeable minimum
working capital,  capital expenditures and rental requirements for approximately
the next ten to twelve  months.  There is no assurance  that  assumed  levels of
revenues and expenses  will prove to be accurate.  Unless the Company is able to
secure  additional  sales  during the period,  the  Company  will need to secure
additional  financing in order to fund its continuing  operations.  Based on the
Company's low sales and revenues to date, it currently  anticipates that it will
need to raise  substantial  additional funds in order to continue to develop its
business.

<PAGE>

If the  Company  needs to  obtain  additional  financing,  financing  may not be
available  or on  acceptable  terms.  Any  financing  obtained by the Company is
likely  to  involve  sales  of  common  stock  or  other  instruments  that  are
exchangeable or convertible into common stock, resulting in substantial dilution
to shareholders.

During the six month  period  ended April 30, 2000,  the Company  issued  common
stock as a result of conversion of its 7% convertible  subordinated  debentures,
exercises of incentive  stock options by employees,  directors and  consultants,
and  exercise  of stock  options  by Boeing  Capital  Services  Corporation.  In
summary, capital stock was changed by these transactions as follows:

<TABLE>

<S>                                                            <C>             <C>
                                                                 Stock
                                                                 Issued             $

Outstanding at October 31, 1999                                12,027,934       8,721,039

Issued upon conversion of 7% debentures - net of costs            603,060         432,922
Issued upon exercise of stock options                             509,625         600,909
Issued upon exercise of stock options to Boeing                   304,739         281,087
-----------------------------------------------------------------------------------------

Outstanding at April 30, 2000                                  13,445,358      10,034,957
-----------------------------------------------------------------------------------------
</TABLE>

After giving effect to these transactions,  there were the following options and
convertible subordinated debentures outstanding as of April 30, 2000:

          o    $273,160  of 7%  convertible  subordinated  debentures  that were
               convertible into 294,492 shares; -

          o    incentive stock options  exercisable for 768,145 shares at prices
               ranging from $0.78 to $4.05and total  potential gross proceeds of
               $1,204,346; and

          o    Boeing  options  to  purchase  348,406  shares at $0.91 per share
               (Boeing  exercised  options  to  purchase  110,840  of these  for
               $110,000 after the end of the period).

RESULTS OF OPERATIONS
During the six months  ended April 30, 2000,  the Company  installed an InfraTek
System 2000 at the Newark  International  Airport.  On December  20,  1999,  the
system  was  turned   over  to  the   operator,   Continental   Airlines,   Inc.
("Continental")  to  commence  training  and to  start  the  process  of  system
integration  into  their  de-icing  operations.  By the end of  January,  having
treated over 20 aircraft,  the training and integration  phase was substantially
completed.  Integrated  operations began on February 3, 2000. By April 30, 2000,
Continental had treated over 60 aircraft at the facility.

REVENUE

For the six months  ended  revenues  and the costs of sales  related to revenues
were as follows:

<TABLE>

<S>                                 <C>              <C>               <C>             <C>
                                                     Deicing

                                    System           service center    Maintenance
                                    Sales            operations        service          Total
                                      $                  $                 $              $

REVENUE

Sales                               3,383,700             25,217         19,200        3,428,117

Cost of sales

Installation cost                   2,911,905                  -              -        2,911,905

Rent                                        -            212,300              -          212,300
Revenue participation                       -              2,529              -            2,529

Other cost of sales                         -             11,789          1,145           12,934
------------------------------------------------------------------------------------------------
Gross margin                          471,795           (201,401)        18,055          288,449
------------------------------------------------------------------------------------------------
</TABLE>

During the six month period ended April 30, 2000, RAS received  $3,383,700  from
the sale of the InfraTek 2000 System installed at Newark  International  Airport
to MDFC Equipment Leasing Corporation ("MDFC"). RAS entered into an agreement to
lease the facility back from MDFC.  The Newark  Facility was placed in operation
on December 20, 1999 and  generated  $25,217 in revenue  during the period.  The
Company also received $19,200 in maintenance revenue from the InfraTek system at
Rhinelander Airport in Wisconsin. The Company did not have any sales or revenues
during the six month period ended April 30, 1999.

Interest  income in the first six months was $66,298 in 2000  compared to nil in
1999. The Company  received  interest income on its daily cash balances and from
low risk term deposits.

MARKETING  EXPENSES During the six month period, the Company continued to expand
its marketing  efforts.  Marketing expenses in the period were $419,997 compared
to $154,348  in 1999.  For the same period  ended  April 30,  1999,  the Company
incurred   costs  for  only  one  sales  person  for  four  months  and  limited
expenditures on general market  activities  such as travel and trade shows.  For
the six month period ended April 30, 2000,  the Company's  marketing  department
consisted  of five  individuals  and incurred  costs for new sales  material and
travel.

GENERAL AND ADMINISTRATIVE  EXPENSES General and administrative expenses for the
first six months  increased to $645,134 in 2000 from $258,298 in 1999.  Staffing
levels  remained  constant  between 2000 and 1999. The Company  incurred  higher
legal and accounting  expenses  related to the registration of its' Shares under
the  Securities  Exchange Act. In the six month period ended April 30, 2000, the
Company  incurred  additional  administrative  expenses for  consulting  fees in
connection  with the Boeing  financing,  for consulting fees related to investor
relations  and for  executive  search costs  related to the  recruitment  of new
executive personnel.

RESEARCH AND PRODUCT DEVELOPMENT COSTS
For the  six-month  period ended April 30, 2000 research and  development  costs
increased to $152,859  from  $82,414 in the  corresponding  period in 1999.  The
increase in research and  development  costs in the current period resulted from
the  engagement of an  independent  aviation  consultant to conduct  comparative
tests of the InfraTek  treatment with conventional  deicing methods with respect
to refreezing on aerodynamically quiet areas of aircraft wings. The Company also
continued  research on optional  equipment that could be  incorporated  into the
system.

INTEREST ON LONG-TERM DEBT
Interest  expense for the six months  ended April 30, 2000  decreased  to $4,735
from $15,846 in 1999.  Interest  expense in 1999  related to the 6%  debentures,
which were  converted in October 1999,  and the 9% secured loan that was retired
in May 1999. Interest expense for the three months ended April 30, 2000 included
a reversal of accrued interest equal to $9,971 on the 7% convertible  debentures
that were converted in the period.

DEPRECIATION AND AMORTIZATION
Depreciation  and  amortization for the six month ended April 30, 2000 increased
to  $116,260  from  $109,806  in 1999.  The  increase  primarily  resulted  from
amortization of the costs related to the issuance of the 7% debenture.

PROVISION FOR INCOME TAX
At  October  31,  1999,   the  Company  has  Canadian   non-capital   losses  of
approximately $427,000 and net operating losses of approximately  $5,316,000 for
tax purposes in the United States.  For the six months ended April 30, 2000, the
Canadian  non-capital losses incurred in the period were approximately  $180,000
and the net  operating  losses  incurred in the United States in the period were
approximately  $785,000.  These losses may be carried  forward to reduce taxable
income in future  years.  The future  benefit of these tax losses  have not been
recorded in the financial statements.

If not utilized,  the Company's  cumulative Canadian losses as of April 30, 2000
will expire as follows:

         2002                                  121,000
         2003                                   17,000
         2004                                  156,000
         2005                                  133,000
         2006                                  180,000

If not utilized,  the Company's  cumulative United States losses as of April 30,
2000 will expire as follows:

         2009                                  500,000
         2010                                1,020,000
         2011                                  843,000
         2012                                1,686,000
         2013                                1,267,000
         2014                                  785,000

In addition,  the Company has approximately $66,000 of cumulative costs relating
to the issues of Shares,  which are  deductible  over the next three years.  The
potential income tax benefits relating to these accumulated losses have not been
recorded in the Company's accounts.

<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

          The  following  chart sets forth the  securities  sold by the  Company
     during the period covered by this report without  registration of the sales
     under the Securities Act of 1933.

          The  convertible  7% Debentures  referred to in the chart were sold to
     existing shareholders of the Company on May 28, 1999 in accordance with the
     requirements  of SEC Rule 903 and  Regulation  S. The  issuer is a Canadian
     corporation. The 7% Debentures were sold pursuant to a rights offering that
     was made  exclusively  to  shareholders  of the  Company  who were not U.S.
     persons.  At the time the offering was  commenced,  the Company  reasonably
     believed that there was no substantial  U.S.  market interest in either the
     7% Debentures or the common stock they were  convertible  into. When the 7%
     Debentures   were   converted,   they  were  exchanged  for  common  shares
     exclusively with existing security holders of the Company and no commission
     or  other  remuneration  was  paid or  given  directly  or  indirectly  for
     soliciting  the  exchange,  in  accordance  with  Section  3(a)(9)  of  the
     Securities Act.

          The  options  indicated  below as granted  under the  Company's  stock
     option plan were  granted  either (a) to persons who were  directors of the
     Company in private  transactions that were exempt under Section 4(2) of the
     Securities Act, or (b) exclusively in Canada to non U.S.  persons at a time
     when the Company  reasonably  believed that there was no  substantial  U.S.
     market  interest in either the options or the common stock the options were
     convertible  into. The Company advised each option holder of the restricted
     nature under the Securities Act of the common stock purchasable on exercise
     of the  options.  For the  foregoing  reasons,  the exercise of the options
     granted under the Company's stock option plan was exempt from  registration
     under  Section 4(2) of the  Securities  Act. Both the grant and exercise of
     the options  under the stock  option  plan were also exempt  under SEC Rule
     701. The options were issued under the Company's written stock option plan,
     the aggregate  exercise  price of those  options did not exceed  $1,000,000
     during any  consecutive  12 month  period,  and the persons to whom options
     were  granted  were  given  copies of the  option  plan and of the  options
     granted to them. The options  exercised by Boeing Capital  Corporation were
     issued to it in a privately negotiated transaction with a single accredited
     investor.

<TABLE>

<S>                            <C>                          <C>                         <C>

------------------------------ ---------------------------- --------------------------- ----------------------------
Date                           Number and Class             Method of Sale              Securities Act Exemption
                               of Securities Sold

------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 01, 2000                  18,957 Common shares at      Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 01, 2000                  1,826 Common shares at       Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 02, 2000                  20,000 Common shares at      Exercise of options         Section 4(2)
                               $1.72 (Cdn $2.50 per share)  granted under Company       Rule 701
                                                            Stock Option Plan

------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 02, 2000                  6,000 Common shares at       Exercise of options         Section 4(2)
                               $2.59 (Cdn $3.75 per share)  granted under Company       Rule 701
                                                            Stock Option Plan

------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 09, 2000                  128,526 Common shares at     Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 09, 2000                  69,568 Common shares at      Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 16, 2000                  34,784 Common shares at      Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 17, 2000                  1,739 Common shares at       Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 25, 2000                  5,478 Common shares at       Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 25, 2000                  2,434 Common shares at       Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 28, 2000                  434 Common shares at $.78    Conversion of 7% Debenture  Section 3(a)(9)
                              (Cdn $1.15 per share)

------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 06, 2000                  1,826 Common shares at       Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 06, 2000                  5,652 Common shares at       Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 09, 2000                  6,000 Common shares at       Exercise of options         Section 4(2)
                               $1.38 (Cdn $2.00 per share)  granted under Company       Rule 701
                                                            Stock Option Plan

------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 09, 2000                  2,000 Common Shares at       Exercise of options         Section 4(2)
                               $1.24 (Cdn $1.80 per share)  granted under Company       Rule 701
                                                            Stock Option Plan

------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 09, 2000                  3,000 Common shares at       Exercise of options         Section 4(2)
                               $2.69 (Cdn $3.90 per share)  granted under Company       Rule 701
                                                            Stock Option Plan

------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 09, 2000                  1,000 Common shares at       Exercise of options         Section 4(2)
                               $.79 (Cdn $1.15 per share)   granted under Company       Rule 701
                                                            Stock Option Plan

------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 09, 2000                  17,875 Common shares at      Exercise of options         Section 4(2)
                               $1.72 (Cdn $2.50 per share)  granted under Company       Rule 701
                                                            Stock Option Plan

------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 14, 2000                  15,000 Common shares at      Exercise of options         Section 4(2)
                               $.96 (Cdn $1.40 per share)   granted under Company       Rule 701
                                                            Stock Option Plan

------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 16, 2000                  434 Common shares at $.78    Conversion of 7% Debenture  Section 3(a)(9)
                              (Cdn $1.15 per share)

------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 23, 2000                  8,696 Common shares at       Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
April 10, 2000                 29,044 Common shares $.78    Conversion of 7% Debenture  Section 3(a)(9)
                              (Cdn $1.15 per share)

------------------------------ ---------------------------- --------------------------- ----------------------------
April 10, 2000                 43,480 Common shares at      Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
April 14, 2000                 144,898 Shares at $.92       Exercise of options by      Section 4(2)
                               (Cdn $1.35 per Share)        Boeing Capital Services
                                                            Corporation

------------------------------ ---------------------------- --------------------------- ----------------------------
April 17, 2000                 26,609 Common shares at      Conversion of 7% Debenture  Section 3(a)(9)
                               $.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
</TABLE>

Item 3.  Defaults Upon Senior Securities

         None.

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

          The Annual and Special meeting of shareholders  was held April 27,2000
          in Toronto, Canada. The stockholders voted the following matters on.

     Amendments to Articles

          Stockholders  were asked to  consider  and pass a special  resolution,
          that:

          1. the articles of the Corporation be amended as follows:

               (a)  the  maximum  number  of  directors  of the  Corporation  be
          increased to eleven from nine; and

               (b) to  provide  that  the  directors  may  appoint  one or  more
          additional  directors,  which  directors  shall hold office for a term
          expiring  not  later  then the  close of the next  annual  meeting  of
          shareholders,   between  annual   meetings  of   shareholders  of  the
          Corporation  provided  that the total number of directors so appointed
          may not exceed  one-third  of the number of  directors  elected at the
          previous annual meeting of shareholders;

          2. any  director  or officer of the  Corporation,  be and he is hereby
          authorized  and  directed,  for and on behalf of the  Corporation,  to
          execute  and  deliver  all such  documents  and to take all such other
          actions as he may  determine  to be  necessary  or  advisable  to give
          effect to this special resolution (including, with out limitation, the
          delivery  of  articles  of  amendment  in the  prescribed  form to the
          Director  appointed under the Canada Business  Corporations  Act), the
          execution of any such  document or the taking of any such action being
          conclusive evidence of such determination; and

          3. the board of directors may revoke this special  resolution  without
          further  approval of the  shareholders  at any time before it is acted
          upon.

          The results of the vote were 8,137,306 for and 733,380 against.

     Election of Directors

          The following  nominees were elected as directors to secure a one year
          term expiring at the next annual meeting. Daniel O. Anderson,  Charles
          John Chew, Michael Lupynec, John M. Marsh, Robert J. Metcalfe,  Thomas
          J.  Motherway,  Gregory  G.  O'Hara,  Timothy  P.  Seel  and  David A.
          Williams.  The votes for each  nominee  were  8,676,055  for and 7,667
          withheld.

     Appointment of Auditors

          The   stockholders   were   requested   to  vote  in  respect  of  the
          re-appointment of Ernst & Young,  chartered Accountants as Auditors of
          the  company  and  authorizing  the  directors  to fix  the  auditors'
          remuneration.  The  results  of vote  were  8,675,011  for  and  8,711
          withheld.

Item 5.   Other information

          None.

Item 6.   Exhibits and reports on Form 10-SB Amendment 1

          (a) Exhibits. The following exhibits are filed as part of this report.

          3(i)Articles of Incorporation

           (i).3 Certificate of Amendment of Articles of Incorporation -
                 filed herewith.

          3(ii)By-laws of the  registrant.  N/A

          4.   Instruments defining the rights of holder's including indentures.
               N/A

          10.  Material contracts - N/A

          11.0 Statement of Computation of Per Share Earnings - N/A

          15.0 Letter of Unaudited Interim Financial Information - N/A

          18.0 Letter re change in accounting principles - N/A

          19.0 Reports furnished to security holders - N/A

          22.0 Published report re matters submitted to vote - N/A

          23.0 Consent of experts and Counsel - N/A

          24.0 Power of attorney - N/A

          27.0 Financial Data Schedule - filed herewith.

<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act of 1934, the Registrant
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.

                                            RADIANT ENERGY CORPORATION

         DATED:  JUNE 10, 2000              BY: s/COLIN V. F. DIGOUT
                                                --------------------
                                                Colin V.F. Digout
                                                Chief Operating Officer, Chief
                                                Financial Officer, Secretary

         DATED:  JUNE 10, 2000              BY: s/TIMOTHY P. SEEL
                                                -----------------
                                                Vice President - Engineering

<PAGE>

FINANCIAL DATA SCHEDULE
<TABLE>

<S>               <C>                                                              <C>

5-02 (1)          Cash and cash items                                               2,856,402
5-02 (2)          Marketable securities                                                     -
5-02 (3) (a)(1)   Notes and accounts receivable-trade                                  25,290
5-02 (4)          Allowances for doubtful accounts                                          -
5-02 (6)          Inventory                                                            13,912
5-02 (9)          Total current assets                                              2,929,902
5-02 (13)         Property, plant and equipment                                       984,266
5-02 (14)         Accumulated depreciation                                            364,648
5-02 (18)         Total assets                                                      3,891,026
5-02 (21)         Total current liabilities                                           688,453
5-02 (22)         Bonds, mortgages and similar debt                                   409,767
5-02 (28)         Preferred stock-mandatory redemption                                      -
5-02 (29)         Preferred stock-no mandatory redemption                                   -
5-02 (30)         Common Stock                                                     10,034,957
5-02 (31)         Other stockholders' equity                                       (7,177,753)
5-02 (32)         Total liabilities and stockholders' equity                        3,891,026
5-03 (b) 1 (a)    Net sale of tangible products                                     3,383,700
5-03 (b) 1        Total Revenue                                                     3,428,117
5-03 (b) 2 (a)    Cost of tangible goods sold                                       2,911,905
5-03 (b) 2        Total costs and expenses applicable to sales and revenues         3,139,668
5-03 (b) 3        Other costs and expenses                                          1,338,985
5-03 (b) 5        Provision for doubtful accounts and notes                                 -
5-03 (b) (8)      Interest and amortization of debt discounts                           4,735
5-03 (b) (10)     Income before taxes and other items                                (984,238)
5-03 (b) (11)     Income tax expense                                                        -
5-03 (b) (14)     Income/loss continuing operations                                  (984,238)
5-03 (b) (15)     Discontinues operations                                                   -
5-03 (b) (17)     Extraordinary items                                                       -
5-03 (b) (18)     Cumulative effect-changes in accounting principles                        -
5-03 (b) (19)     Net income or loss                                                 (984,238)
5-03 (b) (20)     Earnings per share-primary                                            (0.08)
5-03 (b) (20)     Earnings per share-fully diluted                                      (0.08)
</TABLE>