<PAGE>



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

                                   FORM 10-QSB/A


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2000

                         Commission File Number 1-15735
              -----------------------------------------------------

                            Elgin Technologies, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)




             DELAWARE                                      95-4581906
    ------------------------------------------------------------------------
      (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                 Identification No.)


                 10 Columbia Drive
                     Amherst, NH                              03031
    ------------------------------------------------------------------------
       (Address of principal executive office)             (Zip Code)


                                 (603) 598-4700
    ------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not applicable
-------------------------------------------------------------------------------
  (Former name, former address and former 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 periods 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 ___

<PAGE>

                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 the 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 practical date: As of September 30, 2000,
17,591,601 shares Common Stock, $.000833 par value per share, were outstanding.



                                       2

<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                               September 30, 2000



I N D E X


PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (Unaudited):
<TABLE>
<S>                                                                                     <C>
     Condensed Consolidated Balance Sheets as at September 30, 2000  (Unaudited)
      and March 31, 2000 ............................................................    4

     Condensed Consolidated Statements of Operations
       For the Three Months Ended September 30, 2000 and 1999
       and for the Six months ended September 30, 2000 and 1999 (Unaudited)..........    5

     Condensed Consolidated Statements of Changes in Capital Deficiency
      For the Six Three Months Ended September 30, 2000 (Unaudited)
      and for the Years Ended March 31, 2000 and 1999 ...............................    6

     Condensed Consolidated Statements of Cash Flows
      For the Six Months Ended September 30, 2000 and 1999 (Unaudited)...............    7

     Notes to Condensed Consolidated Financial Statements ...........................   9-12

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.......................................................   12


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings ..........................................................   16


Item 2.  Changes in Securities.......................................................   16

Item 3.  Defaults upon Senior Securities.............................................   16

Item 4.  Submission of Matters to a Vote of Security Holders.........................   16

Item 5.  Other Information...........................................................   16

Item 6.  Exhibits and Reports on Form 8-K............................................   16

 Signatures..........................................................................   17
</TABLE>


                                       3

<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                       ASSETS
                                       ------

                                                                               September 30,          March 31,
                                                                                   2000                 2000
                                                                               -------------          ---------
<S>                                                                         <C>                    <C>
Current assets:
  Cash                                                                          $   148,781          $   144,839
  Accounts receivable, less allowances for
    doubtful accounts and customer deductions                                     1,014,054            1,194,315
  Inventories, at cost, less allowances for
    obsolescence, excess quantities and valuation                                 1,213,005            1,603,391
  Prepaid expenses and other current assets                                          68,397               77,747
                                                                               ------------          -----------
        Total current assets                                                      2,444,237            3,020,292
                                                                               ------------          -----------
Property assets-at cost, net of accumulated depreciation                            206,979               53,818
                                                                               ------------          -----------
Other assets:
  Deferred financing costs, net of accumulated amortization                          14,851               59,395
  Deposits and other assets                                                           4,088               88,708
                                                                               ------------          -----------
        Total other assets                                                           18,939              148,103
                                                                               ------------          -----------
                                                                               $  2,670,156          $ 3,222,213
                                                                               ============          ===========

                       LIABILITIES AND CAPITAL DEFICIENCY
                       ----------------------------------

Current liabilities:
  Affiliate's Secured Note Payable                                             $  8,225,000          $ 6,725,000
  Current maturities of long-term debt                                            2,206,663            2,206,663
  Due to affiliates                                                               1,668,404            1,141,273
  Accounts payable                                                                1,111,907            1,549,619
  Pre-petition liabilities                                                        1,012,000            1,012,000
  Accrued expenses and other current liabilities                                  1,667,048            1,657,807
                                                                               ------------          -----------
        Total current liabilities                                                15,891,022           14,292,362
                                                                               ------------          -----------

Long-term debt                                                                    2,206,663            2,206,663
Less:  Current maturities                                                         2,206,663            2,206,663
                                                                               ------------          -----------
        Total long-term debt                                                              -                    -
                                                                               ------------          -----------

Stockholders' Capital deficiency:
  Common stock, $.000833 par value
    Authorized - 60,000,000 shares
    Issued and Outstanding - 17,591,601 shares
            at September 30, 2000 and March 31, 2000                                 14,653               14,653
  Additional paid-in capital                                                     28,690,432           28,690,432
  Accumulated deficit                                                           (41,925,951)         (39,775,234)
                                                                               -------------         -----------
        Total Stockholders' Capital deficiency                                  (13,220,866)         (11,070,149)
                                                                               -------------         -----------
                                                                               $  2,670,156          $ 3,222,213
                                                                               ============          ===========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.

                                              4
<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                         For the Three Months Ended         For the Six Months Ended
                                               September 30,                      September 30,
                                         --------------------------         ------------------------
                                           2000            1999                2000           1999
                                           ----            ----                ----           ----
<S>                                  <C>              <C>               <C>              <C>
Net sales                              $  1,469,681    $  1,518,915      $  3,626,270     $  3,137,116

Cost of sales                             1,145,037       1,731,129         3,318,159        3,434,276
                                       ------------    ------------      ------------     ------------
Gross margin (Loss)                         324,644   (     212,214)          308,111    (     287,160)
                                       ------------    ------------      ------------     ------------

Operating expenses:
   Selling                                  167,427         153,165           326,150          353,495
   Research and development                 153,760         198,880           341,486          463,744
   General and administrative               509,403         515,216         1,083,859        1,137,381
                                       ------------    ------------      ------------     ------------
Total operating expenses                    830,590         867,261         1,751,495        1,954,620
                                       ------------    ------------      ------------     ------------

Loss from operations                  (     505,946)  (   1,079,475)    (   1,443,384)   (   2,241,780)
                                       ------------    ------------      ------------     ------------

Other expenses:
   Interest                                 358,131         278,509           678,409          491,382
   Other expenses                             7,472          17,272            28,924           22,383
                                       ------------    ------------      ------------     ------------
Total other expenses                        365,603         295,781           707,333          513,765
                                       ------------    ------------      ------------     ------------

Net Loss                              ($    871,549)  ($  1,375,256)    ($  2,150,717)   ($  2,755,545)
                                       ============    ============      ============     ============

Net loss per common share                ($0.05)          ($0.08)           ($0.12)         ($0.16)
                                          =====            =====             =====           =====

Weighted average number of
  shares outstanding                     17,591,601      17,557,079        17,591,601       17,130,983
                                        ===========    ============      ============     ============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' CAPITAL
           DEFICIENCY FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000 (Unaudited)
          AND FOR THE YEARS ENDED MARCH 31, 2000 AND 1999 (Unaudited)


<TABLE>
<CAPTION>
                                                  Common Stock
                                          --------------------------
                                           Number                             Additional                                  Total
                                             of                                Paid-In            Accumulated            Capital
                                           Shares            Amount            Capital              Deficit            Deficiency
                                           ------            ------            -------              -------            ----------
<S>                                     <C>                <C>              <C>                <C>                 <C>
Balance at April 1, 1998                   7,130,333         $ 5,940         $21,188,374        ($30,495,744)        ($ 9,301,430)
Purchase of redeemable common
  stock for cash and issuance
  of cashless warrants for debt                  -               -               268,376                  -               268,376
Net proceeds from sale of
  securities                               2,163,334           1,802           5,966,381                  -             5,968,183
Common stock issued in partial
  payment of acquisition
  of subsidiary                              100,000              83             299,917                  -               300,000
Common stock issued in
  settlement of litigation                    16,800              14              50,386                  -                50,400
Common stock issued as
  employee compensation                       97,200              81             291,519                  -               291,600
Debt converted into common
  stock and warrants                         105,950              88             625,924                  -               626,012
Conversion of warrants into
  common stock                             6,859,434           5,714              (5,714)                 -                     -
Net loss for the year                            -               -                   -            (5,002,896)          (5,002,896)
                                           ---------         -------            --------        ------------         ------------
Balance at March 31, 1999                 16,473,051          13,722          28,685,163         (35,498,640)          (6,799,755)
Conversion of warrants into
  stock                                    1,117,000             930                (930)                 -                     -
Conversion of debt into common                                                                            -                     -
  stock                                        1,550               1               6,199                  -                 6,200
Net loss for the year                            -               -                   -            (4,276,594)          (4,276,594)
                                           ---------         -------            --------        ------------         ------------

Balance at March 31, 2000                 17,591,601         14,653           28,690,432          (39,775,234)       ($11,070,149)

Net loss for the six months ended
   September 30,2000(unaudited)                  -               -                   -            (2,150,717)          (2,150,717)
                                         ----------          -------            --------        ------------         ------------
Balance at September 30, 2000            17,591,601          $14,653         $28,690,432        ($41,925,951)        ($13,220,866)
                                         ==========          =======         ===========        ============         ============
</TABLE>



            See Notes to Condensed Consolidated Financial Statements.

                                       6
<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                               For the Six Months Ended
                                                      September 30,
                                                   2000           1999
                                              ------------   ------------
<S>                                          <C>            <C>
Cash flows from operating activities:
  Net loss                                    ($2,150,717)  ($ 2,755,545)
                                              ------------  -------------
  Adjustments to reconcile net loss to
      cash used in operating activities:
    Accrued interest on Affiliate's Secured
      Note Payable                                 527,131        337,171
    Depreciation and amortization                   72,083        121,236
    Provision for inventory obsolescence       (   302,663)   ( 2,021,218)
    Provision for doubtful accounts            (     3,987)             -
    Changes in assets and liabilities:
      Accounts receivable                          184,248        425,246
      Inventories                                  693,049      1,863,972
      Prepaid expenses and
        other current assets                         9,350    (    58,241)
      Deposits and other assets                     84,620          3,360
      Accounts payable                         (   437,712)   (    26,192)
      Accrued expenses and other
        current liabilities                          9,240    (    90,991)
                                              ------------  -------------
  Total adjustments                                835,359        554,343
                                              ------------  -------------

Net cash used in
  operating activities                        (  1,315,358)   ( 2,201,202)
                                              ------------  -------------

Cash flows used in investing activities:
  Purchases of Property assets                 (   180,700)             -

Cash flows from financing activities:
  Proceeds from (repayment of) Affiliate's
    Secured Note Payable                         1,500,000      1,010,000
  Proceeds from (repayment of) debt                    -      (   256,213)
                                              ------------  -------------
Net cash provided by
  financing activities                           1,500,000        753,787
                                              ------------  -------------

Net increase (decrease) in cash                      3,942    ( 1,447,415)

Cash at beginning of period                        144,839      1,584,480
                                              ------------  -------------

Cash at end of period                           $  148,781    $   137,065
                                              ============  =============
</TABLE>


           See Notes to Condensed Consolidated Financial Statements.

                                       7
<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES


           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                For the Three Months Ended   For the Six Months Ended
                                         September 30,              September 30,
                                ---------------------------  -------------------------
                                    2000            1999          2000          1999
                                ---------          ------     -----------    ---------
<S>                            <C>              <C>         <C>            <C>

Supplemental Disclosures of
  Cash Flow Information:
  Cash payments made for:

    Interest                    $      -         $ 36,165      $       -      $  36,165
                                ========         ========      =========      =========

    Income taxes                $      -         $      -      $       -      $       -
                                ========         ========      =========      =========

Supplemental Schedule of
    Non-Cash Financing and
    Investing Activities:

  Conversion of debt to equity  $      -         $100,000      $       -      $ 100,000
                                ========         ========      =========      =========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


                                       8
<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2000 (Unaudited)

NOTE 1 -        REALIZATION OF ASSETS - GOING CONCERN

                           The accompanying consolidated financial statements
                have been prepared in conformity with generally accepted
                accounting principles, which contemplate continuation of the
                Company as a going concern. The Company has incurred substantial
                operating losses in each of its segments for the year ended
                March 31, 2000 and for the six months ended September 30, 2000.
                Management on June 1, 1998 placed its contract engineering
                division of its telecommunications segment into voluntary
                liquidation when management caused a filing under Chapter 7 of
                Title 11 of the United States Bankruptcy Code for its
                wholly-owned subsidiary, e2 Electronics, Inc. ("Petitioner").
                The Court appointed a trustee who is liquidating the assets of
                Petitioner for the benefit of its creditors.

                           The accompanying consolidated financial statements
                reflect working capital deficiencies of $11,272,070 and
                $13,446,785 at March 31, 2000 and September 30, 2000,
                respectively, of which $1,012,000 is attributable to the net
                obligations of the Petitioner. Upon the conclusion of the
                liquidation of the Petitioner, the capital deficiency at
                September 30, 2000 will decrease by the forgiveness of the net
                indebtedness of the Petitioner of $1,012,000. For the six months
                ended September 30, 2000, the Company incurred losses of
                $2,150,717 or $.12 per share. The Company's primary source of
                cash has been the sale of its securities and loans from a
                related party/stockholder.

                           The Company and/or its operating subsidiaries are
                defendants in a number of legal actions, some of which, should
                the plaintiffs prevail, would have a serious adverse effect on
                the Company's financial condition.

                           The substantial operating losses of the Company
                incurred through and subsequent to September 30, 2000 and the
                Company's limited ability to obtain additional financing other
                than from a related party/stockholder raises substantial doubt
                concerning the ability of the Company to realize its assets and
                pay its obligations as they mature in the ordinary course of
                business. These conditions, among others, raise substantial
                doubt about the Company's ability to continue as a going
                concern. The accompanying consolidated financial statements do
                not include any adjustments relating to the recoverability and
                classification of asset carrying amounts or the amount and
                classification of liabilities that might result should the
                Company be unable to continue as a going concern.

                                       9
<PAGE>

NOTE 2 -        BANKRUPTCY PROCEEDINGS - CHAPTER 7

                           On June 1, 1998, management filed a petition for its
                wholly owned subsidiary, e2 Electronics, Inc., under Chapter 7
                of Title 11 of the United States Bankruptcy Code in the Western
                District of Pennsylvania of the United States Bankruptcy Court
                (the "Court"). e2 Electronics, Inc. sought to have the court
                liquidate its assets and disburse the proceeds therefrom to its
                creditors for which the Court appointed Trustee.

                           Certain assets aggregating $915,000 at historical
                cost and certain liabilities aggregating $1,032,000 of the
                Petitioner which were part of the Company's telecom power system
                manufacturing segment were sold by management to another of the
                Company's subsidiaries in that segment at the time of the filing
                of the petition. This sale was reviewed by the Trustee who
                required an auction for the net assets. The winning bid for the
                net assets of $177,000 was from an entity controlled by the
                Company's investment bankers. This entity in 1999 sold these net
                assets to another of the Company's subsidiaries for the same
                amount as the successful bidder.


NOTE 3 -        ACCOUNTING POLICIES

                           In the opinion of management, all adjustments and
                accruals (consisting only of normal recurring adjustments),
                which are necessary for a fair presentation of operating
                results, are reflected in the accompanying financial statements.
                Reference should be made to Elgin Technologies, Inc.'s Annual
                Report on Form 10-KSB for the fiscal year ended March 31, 2000
                for a summary of significant accounting policies. Interim period
                amounts are not necessarily indicative of the results of
                operations for the full fiscal year.

NOTE 4 -        INVENTORIES.

                The components of the inventories in determining the cost of
                sales are as follows:

<TABLE>
<CAPTION>
                                           September 30, 2000      March 31, 2000
                                           ------------------      --------------
<S>                                      <C>                     <C>
Raw materials                                $   2,210,000         $  2,290,000
Work-in-process                                    190,000              740,000
Finished goods                                     510,000              553,000
                                             -------------         ------------
                                                 2,910,000            3,583,000
Allowance for obsolescence
  and disposal                                   1,697,000            1,980,000
                                             -------------         ------------
                                             $   1,213,000         $  1,603,000
                                             -------------         ------------
</TABLE>

                           Management estimates that the remaining $1,697,000
                allowance for obsolescence at September 30, 2000 is sufficient
                for the continuing operating segments to

                                       10
<PAGE>

                dispose of its obsolete and excess inventory including a
                profit margin sufficient to cover the future costs to dispose
                of these excess assets.


NOTE 5 -        PROPERTY ASSETS.

                Property assets, recorded at cost, consist of the following:


<TABLE>
<CAPTION>
                                             September 30, 2000             March 31, 2000
                                             ------------------             --------------
<S>                                        <C>                            <C>
 Machinery and equipment                      $     62,400                    $   59,000
 Furniture and fixtures                            122,600                       101,300
 Leasehold improvements                            106,500                       157,000
                                              ------------                    ----------
                                                   291,500                       317,300
   Less:  Accumulated depreciation                  84,500                       263,500
                                              ------------                    ----------
                                                  $207,000                    $   53,800
                                              ============                    ==========
</TABLE>


                           Depreciation charged to operations in the three and
                six months ended September 30, 2000 was $11,400 and $27,500,
                respectively.


NOTE 6 -        LOAN PAYABLE TO RELATED PARTY

                Affiliate's Secured Note Payable

                           In November 1998, the Company entered into a
                revolving loan with a major stockholder. At March 31, 2000,
                $6,725,000 was outstanding under this facility. During the
                six months ended September 30, 2000, the stockholder advanced an
                additional $1,500,000 under the facility, which had a total
                outstanding principal balance of $8,225,000 as at September 30,
                2000. Since the Company has not made the required monthly stated
                interest payments, accruing at 10% per annum, pursuant to the
                terms of the agreement, the holder of the note is entitled to
                raise the interest rate to 15% per annum. Accrued interest of
                $1,563,000 and $977,000 is outstanding at September 30, 2000 and
                March 31, 2000, respectively, which is included in amounts due
                to affiliates in the accompanying financial statements. Interest
                charged to operations was $586,000 for the six months ended
                September 30, 2000 and $343,000 for the comparable period in
                1999 a weighted average interest rate of 15%. The outstanding
                principal and accrued interest thereon are collateralized by all
                of the Company's assets. Additionally, at the holder's option,
                the principal outstanding indebtedness is convertible into the
                Company's common stock at $0.55 per share for the first
                $4,225,000 of the obligation, $0.20 per share for the next
                $1,050,000 of the obligation, and $0.10 per share for the
                amounts in excess of $5,275,000. The convertibility of that
                portion of the convertible debt, which could result in the
                issuance of shares of common stock that would exceed the number
                of shares then authorized pursuant to the Company's Certificate
                of Amendment, is subject to and conditioned upon the amendment
                of the Certificate of Incorporation to authorize the issuance
                of such shares of common stock.


NOTE 7 -        CONTINGENCIES

                The Company is subject to various legal proceedings and claims
                that are discussed in the Company's March 31, 2000 Form 10-KSB
                and June 30, 2000 10-QSB. In addition, in October 2000 the
                Company settled a complaint filed on March 6, 2000 in the
                Cumberland Court Superior Court (Portland, Maine) by Lewis W.
                Kuniegel and Judith A. Kuniegel against the Company (LEWIS W.
                KUNIEGEL, ET AL. V. ELGIN TECHNOLOGIES, INC., Civil Action
                Docket No. CV-00-162). The settlement was for an amount not
                material to the Company's financial position or results of
                operations.

                The results of legal proceedings cannot be predicted with
                certainty; however, in the opinion of management, the Company
                does not have a potential liability related to any legal
                proceedings and claims that would have a material adverse
                effect on its financial condition or results of operations.

                                       11
<PAGE>

               Company's Certificate of Incorporation, is subject to and
               conditioned upon the amendment of the Certificate of
               Incorporation to authorize the issuance of such shares of
               common stock.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

         The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Company's
Condensed Consolidated Financial Statements and related notes included herein.

FORWARD LOOKING STATEMENTS AND CERTAIN RISK FACTORS

         The Company cautions readers that certain important factors may affect
the Company's actual results and could cause such results to differ materially
from any forward-looking statements that may be deemed to have been made in this
Form 10-QSB or that are otherwise made by or on behalf of the Company. For this
purpose, any statements contained in the Form 10-QSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the generality of the foregoing, words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue" or the negative or
other variations thereof or comparable terminology are intended to identify
forward-looking statements. Factors that may affect the Company's results
include, but are not limited to, the Company's lack of profitability, its
dependence on a limited number of customers and key personnel, its ongoing need
for additional financing and its dependence on certain industries. The Company
is also subject to other risks detailed herein or which will be detailed from
time to time in the Company's future filings with the Securities and Exchange
Commission.

RISK FACTORS

OPERATING LOSSES, CASH FLOW SHORTAGES AND GOING CONCERN
-------------------------------------------------------

         The Company has limited access to available working capital, which
impacts the Company's ability to operate efficiently. As a consequence, results
from operations have been negatively affected and it is expected that they will
continue to be adversely affected. There exists a substantial risk that the
Company will be required to curtail its current business operations.

         Since e2 Electronics, Inc. ("EEI") (the Company's wholly-owned
subsidiary) commenced operations in 1994, the Company and its subsidiaries,
have produced losses in each year and had an accumulated deficit of
$41,925,951 through and as at September 30, 2000. For the three months ended
September 30, 2000 the Company posted a loss of $871,549 on revenues of
$1,469,681. The major contributors to the accumulated losses were: lack of
significant increase in sales revenues, continued expenditures on research
and development efforts for the Master Lite(TM) system to market, and capital
constraints which affect the Company's efforts to rebuild its telecom power
and conversion business.

         The Company and its subsidiaries have experienced cash flow
constraints throughout their operating history, which has negatively impacted
its abilities to increase its marketing

                                       12

<PAGE>

efforts, which affected sales, and to purchase raw materials efficiently which
has impacted profit margins. In addition, the Company embarked on numerous
mergers and acquisitions that had negative consequences, such as unsuccessful
consolidations and restructurings which further strained the Company's cash
flows. Current Management is making every effort to reverse these trends by
reducing overhead, streamlining product line offerings by focusing on products
and designs with higher margins and rebuilding the Company's presence within the
market. These efforts will require working capital infusions and, accordingly,
Management cautions that there can be no assurances that these efforts will be
successful.

         The Company is continuing its efforts to bring to market its Master
Lite(TM) product line, though there can be no assurance that the Company will
successfully complete the development of the product, or its introduction and
penetration of the product into the market. Until the Company is successful in
bringing the Master Lite(TM) to market and generating significant revenues, the
project will continue to negatively affect the Company's operating results.

         The substantial operating losses of the Company's operating segments
incurred through and subsequent to September 30, 2000, and the Company's limited
ability to obtain financing other than from one major investor raises
substantial doubt concerning the ability of the Company to realize its assets
and pay its obligations as they mature in the ordinary course of business. These
conditions, among others, raise substantial doubt among the Company's
independent auditors about the Company's ability to continue as a going concern.
The accompanying consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern. At present, the Company's
sole source of financing is from one major investor. Management cautions that
there can be no assurances that the investor will continue to provide financing
or that alternative sources of funds will be available for management to
implement its plan.

SUBSIDIARY BANKRUPTCY
---------------------

         On June 1, 1998, EEI filed a Chapter 7 bankruptcy petition in the
United States Bankruptcy Court for the Western District of Pennsylvania. In
connection with the bankruptcy, DC&A Partners, EEI's largest secured creditor,
purchased EEI's assets from the Bankruptcy Court for $177,000. DC&A is a company
formed by principals of Mason Cabot, the Company's former investment banking
firm. Until the bankruptcy has been concluded, there is a possibility that the
Bankruptcy Court could invalidate certain pre-petition transactions or make
other findings, determinations or rulings that could have material adverse
effects on the Company and/or its properties. The Bankruptcy Trustee has named
the Company and its other subsidiaries as defendants in an adversary proceeding
within the bankruptcy seeking avoidance of alleged fraudulent transfers,
turnover of alleged property of the estate, equitable subordination, injunctive
relief and money damages. In a complaint filed on May 30, 2000 in the United
States Bankruptcy Court for the Western District of Pennsylvania, the Trustee
alleged improprieties by the defendants in connection with transfers of certain
assets and liabilities of EEI prior to the filing of the bankruptcy. An adverse
ruling in this proceeding could have a material adverse affect on the Company
and/or its other subsidiaries. The defendants believe that the Trustee's claims
are without merit and are vigorously defending same.

BUSINESS DEVELOPMENT RISKS
--------------------------

         The Company is following a business plan intended to expand its sales
efforts and market penetration along with the continued development and
marketing of its Master Lite(TM)


                                       13

<PAGE>

technology. Implementation of this plan will require substantial additional
capital for product development, marketing and promotion. No assurance can be
given that the Company will be successful in expanding its current sales or
distribution capabilities or developing new products that result in increased
sales and earnings or that its marketing and promotion activities will have the
intended effect of expanding sales and increasing earnings.

COMPLETION OF TECHNOLOGY DEVELOPMENT; RELIANCE ON NEW PRODUCT INTRODUCTIONS
---------------------------------------------------------------------------

         The ability of the Company to execute its business plan is
substantially reliant upon the completion of the development of its proprietary
technologies including, but not limited to, Master Lite(TM) and the successful
marketing of products based upon those technologies. There can be no assurance
that the Company will complete this development or that such development will
result in viable and/or marketable products. The Company's failure to complete
the development of its technologies and/or market products based thereon could
have a material adverse effect on the Company's financial condition and results
of operations.

         Furthermore, as a result of technological changes and developments,
many technologies are successfully marketed for only a short period of time.
There can be no assurance that (i) any of the Company's current or future
products will continue to be accepted for any significant period of time or (ii)
the market will accept the Company's new products, or if such acceptance is
achieved, that it will be maintained for any significant period of time. The
Company's success will be dependent upon the Company's ability to bring existing
products to market and to develop new products and product lines. The failure of
the Company's products and product lines to achieve and sustain market
acceptance and to produce acceptable margins could have a material adverse
effect on the Company's financial condition and results of operations.

NEED FOR ADDITIONAL FINANCING
-----------------------------

         The Company currently has only one major investor as its sole financing
source. There can be no assurance that this investor will continue to fund the
Company's operations. Without working capital from this investor or an
alternative financing source, the Company could be required to curtail or
discontinue its current business operations. The Company's business plan is
based upon current assumptions about the costs of its implementation. If these
assumptions prove incorrect or if there are unanticipated expenses, the Company
may be required to seek additional equity and/or debt financing. No assurance
can be given that the Company will be able to obtain such financing upon
favorable terms and conditions. Moreover, no assurance can be given that the
Company will be able to successfully implement any or all of its business plan,
or if implemented, that it will accomplish the desired objectives of product
expansion and increased revenues and earnings.


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

SALES
-----

         The Company had sales of $1,469,681 for the quarter ending September
30, 2000 versus $1,518,915 for the quarter ending September 30, 1999, a decline
of 3%. Management believes the slight decline to be temporary and attributes it
to a restructuring of the sales force to adjust to market conditions. For the
six month period ending September 30, 2000, sales increased to $3,626,270 from
$3,137,116 for the same period a year ago, an improvement of 16%. The
increase was due to one significant order from a new customer in the
Company's first quarter.


                                       14
<PAGE>

COST OF SALES
-------------

         Based on a percentage of sales for the quarter ending September 30,
2000 versus the same period a year ago, cost of sales was reduced to 78% from
114%, an improvement of 36%. For the six month period ending September 30, 2000
versus the same period a year ago, cost of sales was reduced to 92% from 109%,
an improvement of 17%. This improvement is a result of Management's efforts to
change the Company's product line and sales mix to focus on higher margin
products. In addition, by narrowing the product mix, the Company has been able
to improve raw materials pricing and terms, thereby increasing margins.

OPERATING EXPENSES
------------------

         For the quarter ending September 30, 2000 versus the same period a year
ago, operating expenses decreased $36,671 or 4%. Improvements in research and
development as well as general and administrative were somewhat offset by higher
sales costs. Operating expenses for the six month period ending September 30,
2000 versus the same period a year ago, improved by $203,125 or 10%.
Improvements were in all three operating expense categories.

OTHER EXPENSES
--------------

         Other expenses increased for the quarter ending September 30, 2000
versus the same period a year ago by $69,822 or 24%. For the six months ending
September 30, 2000 versus the same period a year ago, other expenses increased
$193,568 or 38%. The increase is due to increased borrowings from an affiliate.
(See Note 6)

SUBSEQUENT EVENTS
-----------------

         A major stockholder advanced the Company additional working capital
funds of $750,000 during October and November 2000. As per the facility
agreement, the principal outstanding indebtedness is convertible by the holder
into the Company's stock at $0.10 per share. (See Note 6)

                                       15
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         The Company is subject to various legal proceedings and claims that are
discussed in the Company's March 31, 2000 Form 10-KSB and June 30, 2000 10-QSB.
In addition, in October 2000 the Company settled a complaint filed on March 6,
2000 in the Cumberland Court Superior Court (Portland, Maine) by Lewis W.
Kuniegel and Judith A. Kuniegel against the Company (LEWIS W. KUNIEGEL, ET AL.
V. ELGIN TECHNOLOGIES, INC., Civil Action Docket No. CV-00-162). The settlement
was for an amount not material to the Company's financial position or results of
operations.

         The results of legal proceedings cannot be predicted with certainty;
however, in the opinion of management, the Company does not have a potential
liability related to any legal proceedings and claims that would have a material
adverse effect on its financial condition or results of operations.

ITEM 2.  CHANGES IN SECURITIES (Not applicable)

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES (Not applicable)

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (Not applicable)

ITEM 5.  OTHER INFORMATION

         On July 31, 2000 for value received, the Company executed a Fifth
Amendment to the Secured Note Payable (the "Note") in favor of Horace T.
Ardinger, Jr. The amendment increased the principal due on the Note by
$500,000. The additional principal is convertible into common stock of the
Company at conversion rates set to reflect the market price of the stock as
of the close of business on July 31, 2000.

         On November 10, 2000 for value received, the Company executed a Sixth
Amendment to the Note in favor of Horace T. Ardinger, Jr. The amendment
increased the principal due on the Note by $750,000. The additional principal
is convertible into common stock of the Company at conversion rates set to
reflect the market price of the stock as of the close of business on November
10, 2000.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         The Company did not file any reports on Form 8-K during the three
months ended September 30, 2000.


                                       16

<PAGE>



SIGNATURES

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


                                                   ELGIN TECHNOLOGIES, INC.
                                                        (Registrant)

Date: March 2, 2001                            /s/ MICHAEL J.SMITH
      -----------------                ----------------------------------------
                                       Name:   MICHAEL J. SMITH
                                       Title:  EXECUTIVE VICE PRESIDENT AND
                                               CHIEF FINANCIAL OFFICER




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