UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

[x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2001

[  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 000-29663

RADIANT ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

|Canada(State or other jurisdiction of
incorporation or organization) | N/A(IRS EmployerIdentification No.)
|-------------------------------------------------------------------- | -----------------------------------

40 Centre Drive,Orchard Park, NY 14127
(Address of principal executive offices)

(716) 662-0022(Issuers telephone number)

State the number of shares outstanding of each of the issuers classes of common equity, as of the
latest practical date: 14,026,665 Common Stock as of May 31, 2001.

Transitional Small Business Disclosure Format (check one): Yes [  ]    No [x]

PART I  FINANCIAL INFORMATION

Item 1.   Financial Statements.

Radiant Energy CorporationCONSOLIDATED CONDENSED BALANCE SHEETS
[Prepared in accordance with accounting principles generally accepted
in the United States and in U.S. dollars]

As at April 30, 2001 and October 31, 2000 - Unaudited

`April 30,        October 31,
                                                      2001              2000
                                                        $                 $
--------------------------------------------------------------------------------
ASSETS
Current
Cash and cash equivalents                             837,591          1,092,080
Accounts receivable                                   112,099              4,072
Inventory                                             846,297             95,037
Deposits and prepaid expenses                          68,421            194,022
--------------------------------------------------------------------------------
Total current assets                                1,864,408          1,385,211
--------------------------------------------------------------------------------
Deferred charges                                       67,823                 --
Patents                                               316,177            329,924
Fixed assets                                          127,134            196,763
--------------------------------------------------------------------------------
                                                    2,375,542          1,911,898
================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities            1,056,292            435,731
Current portion of long-term debt                      60,900             60,900
--------------------------------------------------------------------------------
Total current liabilities                           1,117,192            496,631
--------------------------------------------------------------------------------
Deferred income taxes                                   4,402              4,402
Deferred profit                                       355,272            386,725
Long-term debt                                      1,332,804             58,351

Shareholder's equity
Share capital                                      10,511,073         10,511,014
Contributed surplus                                   134,834                 --
Accumulated other comprehensive income                  5,380              5,380
Deficit                                           (11,085,415)        (9,550,605)
--------------------------------------------------------------------------------
Total shareholders' equity                           (434,128)           965,789
--------------------------------------------------------------------------------
                                                    2,375,542            911,898
================================================================================`

See accompanying notes

Radiant Energy CorporationCONSOLIDATED CONDENSED STATEMENTS OF LOSS AND DEFICIT
[Prepared in accordance with accounting principles generally accepted in the
United States and in U.S. dollars]

Three months ended April 30, 2001 and 2000 - Unaudited

`April 30,          April 30,
                                                       2001               2000
                                                         $                  $
--------------------------------------------------------------------------------
                                                                      [Restated]

REVENUE
Sales                                                 111,440             21,857
Cost of sales, exclusive of depreciation and
   amortization shown separately below                    633              3,182
--------------------------------------------------------------------------------
Gross profit                                          110,807             18,675
Deicing service centre rent expense                  (142,698)          (134,173)
--------------------------------------------------------------------------------
                                                      (31,891)          (115,498)
Interest income                                         2,196             45,422
--------------------------------------------------------------------------------
                                                      (29,695)           (70,076)
--------------------------------------------------------------------------------

EXPENSES
Marketing                                             292,575            269,828
General and administrative                            357,813            366,353
Research and product development                       55,427            104,539
Depreciation                                           37,965             40,965
Amortization                                            8,023              9,225
Interest                                               10,277             (6,310)
--------------------------------------------------------------------------------
                                                      762,080            784,600
--------------------------------------------------------------------------------
Loss for period                                      (791,775)          (854,676)

Deficit, beginning of year                        (10,293,640)        (6,778,084)
--------------------------------------------------------------------------------
Deficit, end of period                            (11,085,415)        (7,632,760)
================================================================================

Loss per common share                                   (0.06)             (0.06)
================================================================================

Weighted average number of shares                  14,026,665         13,193,761
================================================================================`

See accompanying notes

Radiant Energy CorporationCONSOLIDATED CONDENSED STATEMENTS OF LOSS AND DEFICIT
[Prepared in accordance with accounting principles generally accepted
in the United States and in U.S. dollars]

Six months ended April 30, 2001 and 2000 - Unaudited

`April 30,          April 30,
                                                       2001               2000
                                                         $                  $
--------------------------------------------------------------------------------
                                                                      [Restated]

REVENUE
Sales                                                 187,419          3,428,117
Cost of sales, exclusive of depreciation and
   amortization shown separately below                  8,435          2,956,289
--------------------------------------------------------------------------------
Gross profit                                          178,984            471,828
Deferred profit on sale-leasback                           --           (440,345)
Deicing service centre rent expense                  (283,712)          (192,661)
--------------------------------------------------------------------------------
                                                     (104,728)          (161,178)
Interest income                                        11,249             66,298
--------------------------------------------------------------------------------
                                                      (93,479)           (94,880)
--------------------------------------------------------------------------------

EXPENSES
Marketing                                             591,633            419,997
General and administrative                            630,631            645,134
Research and product development                      119,231            152,859
Depreciation                                           74,662             95,767
Amortization                                           14,897             20,493
Interest                                               10,277              4,735
--------------------------------------------------------------------------------
                                                    1,441,331          1,338,985
--------------------------------------------------------------------------------
Loss for period                                    (1,534,810)        (1,433,865)

Deficit, beginning of year                         (9,550,605)        (6,198,895)
--------------------------------------------------------------------------------
Deficit, end of period                            (11,085,415)        (7,632,760)
================================================================================

Loss per common share                                   (0.11)             (0.11)
================================================================================

Weighted average number of shares                  14,026,632         12,692,351
================================================================================`

See accompanying notes

Radiant Energy CorporationCONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
[Prepared in accordance with accounting principles generally accepted
in the United States and in U.S. dollars]

Three months ended April, 2001 and 2000 - Unaudited

`April 30,          April 30,
                                                       2001               2000
                                                         $                  $
--------------------------------------------------------------------------------
                                                                      [Restated]

OPERATING ACTIVITIES

Loss for the period                                  (791,775)          (854,676)
Add (deduct) item not affecting cash
   Depreciation and amortization                       45,988             50,190
   Amortization of debenture discount                   1,222                 --
   Stock based compensation                            20,493                 --
--------------------------------------------------------------------------------
                                                     (724,072)          (804,486)
Net change in non-cash working capital items
   relating to operating activities
   Accounts receivable                                (37,654)           (35,176)
   Inventory                                         (524,385)                --
   Deposits and prepaid expenses                       38,485             11,945
   Accounts payable and accrued liabilities           512,999           (433,730)
--------------------------------------------------------------------------------
Cash used in operating activities                    (734,627)        (1,261,447)
--------------------------------------------------------------------------------

INVESTING ACTIVITY
Purchase of fixed assets                               (3,108)           (15,116)
--------------------------------------------------------------------------------

FINANCING ACTIVITIES
Issuance (repayment) of long-term debt              1,325,927             (4,609)
Issuance of warrants                                   73,356                 --
Increase in deferred charges                          (68,973)                --
Decrease in deferred profit on sale-leaseback         (15,727)           (15,726)
Issuance of common shares                                  --            245,018
--------------------------------------------------------------------------------
Cash provided by financing activities               1,314,583            224,683
--------------------------------------------------------------------------------

Effect of exchange rate changes on
   cash and cash equivalents                             (724)                --
--------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents  576,124         (1,051,880)
Cash and cash equivalents, beginning of period        261,467          3,908,282
--------------------------------------------------------------------------------
Cash and cash equivalents, end of period              837,591          2,856,402
================================================================================

NON-CASH FINANCING ACTIVITY
Conversion of debentures                                   --            296,601
Conversion of deferred financing charges                   --             25,958
--------------------------------------------------------------------------------
Issuance of common shares                                  --            270,958
================================================================================

Supplementary information
Cash interest paid                                        914                278
Cash taxes paid                                            --                 --`

See accompanying notes

Radiant Energy CorporationCONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
[Prepared in accordance with accounting principles generally accepted
in the United States and in U.S. dollars]

Six months ended April, 2001 and 2000 - Unaudited

`April 30,          April 30,
                                                       2001               2000
                                                         $                  $
--------------------------------------------------------------------------------
                                                                      [Restated]

OPERATING ACTIVITIES

Loss for the period                                (1,534,810)        (1,433,865)
Add (deduct) item not affecting cash
   Depreciation and amortization                       89,559            116,260
   Amortization of debenture discount                   1,222                 --
   Stock based compensation                            61,478                 --
--------------------------------------------------------------------------------
                                                   (1,382,551)        (1,317,605)
Net change in non-cash working capital items
   relating to operating activities
   Accounts receivable                               (108,027)           (35,176)
   Inventory                                         (751,260)                --
   Deposits and prepaid expenses                      125,475          1,178,904
   Accounts payable and accrued liabilities           620,777           (163,918)
--------------------------------------------------------------------------------
Cash used in operating activities                  (1,495,586)          (337,795)
--------------------------------------------------------------------------------

INVESTING ACTIVITY
Purchase of fixed assets                               (5,033)           (28,034)
--------------------------------------------------------------------------------

FINANCING ACTIVITIES
Issuance (repayment) of long-term debt              1,273,231            (59,180)
Issuance of warrants                                   73,356                 --
Increase in deferred charges                          (68,973)                --
Increase (decrease) in deferred profit                (31,453)           418,177
   on sale-leaseback
Issuance of common shares                                  59            882,002
--------------------------------------------------------------------------------
Cash provided by financing activities               1,246,220          1,240,999
--------------------------------------------------------------------------------

Effect of exchange rate changes on
   cash and cash equivalents                              (90)                --
--------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents (254,489)           875,170
Cash and cash equivalents, beginning of year        1,092,080          1,981,232
--------------------------------------------------------------------------------
Cash and cash equivalents, end of period              837,591          2,856,402
================================================================================

NON-CASH FINANCING ACTIVITY
Conversion of debentures                                   --            471,345
Conversion of deferred financing charges                   --             39,429
--------------------------------------------------------------------------------
Issuance of common shares                                  --            431,916
================================================================================

Supplementary information
Cash interest paid                                      1,047             27,089
Cash taxes paid                                         2,087                100`

See accompanying notes

Radiant Energy CorporationCONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
[Prepared in accordance with accounting principles generally accepted
in the United States and in U.S. dollars]

Six months ended April 30, 2001 - Unaudited

`Accumulated other
                                 Common     Contributed Comprehensive comprehensive Retained
                                  stock       surplus      income        income     earnings        Total
                                    $            $            $             $           $              $
---------------------------------------------------------------------------------------------------------

Balance, October 31, 1999      8,721,039           --           --         5,380   (6,198,895)  2,527,524
---------------------------------------------------------------------------------------------------------

Net loss                              --           --   (3,351,710)           --   (3,351,710) (3,351,710)
                                                        -----------
Comprehensive income                  --           --   (3,351,710)           --           --          --
                                                        ===========
Proceeds on issuance of shares 1,789,975           --           --            --           --   1,789,975
---------------------------------------------------------------------------------------------------------
Balance, October 31, 2000     10,511,014           --           --         5,380   (9,550,605)    965,789
---------------------------------------------------------------------------------------------------------

Net loss                              --           --   (1,534,810)           --   (1,534,810) (1,534,810)
                                                        ----------
Comprehensive income                  --           --   (1,534,810)           --           --          --
                                                        ==========
Proceeds on issuance of shares        59            --          --            --           --          59
Stock based compensation              --       61,478           --            --           --      61,478
Issuance of warrants                  --       73,356           --            --           --      73,356
---------------------------------------------------------------------------------------------------------
Balance, April 30, 2001       10,511,073      134,484           --         5,380  (11,085,415)   (434,128)
=========================================================================================================`

See accompanying notes

Radiant Energy CorporationNOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
[Prepared in accordance with accounting principles generally accepted
in the United States and in U.S. dollars]

As at April, 2001 and 2000 - Unaudited

ACCOUNTING POLICIES

The accompanying unaudited
consolidated condensed financial statements of Radiant Energy Corporation (the
Company) have been prepared by the Company in accordance with
accounting principles generally accepted in the United States on a basis
consistent with those followed in the most recent audited consolidated annual
financial statements and generally accepted accounting principles for interim
financial information and with the instructions to SEC Form 10-QSB. Accordingly,
these unaudited consolidated condensed financial statements do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements and therefore should be read in
conjunction with the audited consolidated annual financial statements and notes
included in the Companys annual report and SEC Form 10-KSB for the year
ended October 31, 2000. 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, 2001 have
been included. Operating results for the three month and six month periods ended
April 30, 2001 are not necessarily indicative of the results that may be
expected for the full year. All capitalized terms used in these notes to
unaudited consolidated condensed financial statements that are not defined
herein have the meanings given to them in such audited consolidated annual
financial statements and notes thereto.

The unaudited consolidated
condensed financial statements have been prepared by management in accordance
with accounting principles generally accepted in the United States on a going
concern basis, which contemplates the realization of assets and the discharge of
liabilities in the normal course of business for the foreseeable future. The
Company has incurred significant losses and negative cash flow from operations
in each of the last two years and during the six month period ended April 30,
2001 and has an accumulated deficit of $11,085,415 at April 30, 2001 and
$9,550,605 at October 31, 2000. The Companys ability to continue as a
going concern is in substantial doubt and is dependent upon achieving a
profitable level of operations and obtaining additional financing. Management of
the Company has undertaken steps as part of a plan to raise additional capital.
To improve operations, management intends to continue to focus sales and
marketing on specific markets and customers. There can be no assurance the
Company can attain profitable operations in the future. These unaudited
consolidated condensed financial statements do not give effect to any
adjustments which would be necessary should the Company be unable to continue as
a going concern and, therefore, be required to realize its assets and discharge
its liabilities in other than the normal course of business and at amounts
different from those reflected in the accompanying unaudited consolidated
condensed financial statements.

ELIMINATION OF INTERCOMPANY BALANCES

All material inter-company balances and transactions have been eliminated.

LONG TERM DEBT

`2001          2000
------------------------------------------------------------------------------------------------
                                                                                $             $

7.75% unsecured Series A convertible debentures, due April 5, 2006       1,152,000            --
12% unsecured debenture, due April 5, 2006                                 250,000            --
12% unsecured debenture discount                                           (72,134)           --
Other - unsecured                                                           50,000       100,000
Vehicle loan repayable in monthly blended payments of principal             13,838        19,251
   and interest of $943 bearing interest at 2.9% to July 31, 2002
------------------------------------------------------------------------------------------------
                                                                         1,393,704       119,251
Less current portion                                                        60,900        60,900
------------------------------------------------------------------------------------------------
                                                                         1,332,804        58,351
================================================================================================`

7.75% Series A convertible debentures, due April 5, 2006

The 7.75% unsecured Series
A convertible debentures are convertible in minimum denominations of $1,000 at a
basic conversion price of $0.86 to April 5, 2003, $1.24 from April 6, 2003 to
April 5, 2004, $1.41 from April 6, 2004 to April 5, 2005 and $1.72 from April 6,
2005 to April 5, 2006.

In addition, under the
terms of the debenture offering, $89,280 was placed in a segregated interest
reserve account to pay interest when due.

12% unsecured debenture, due April 5, 2006

Under the terms of the 12%
unsecured debenture issued to Boeing Capital Services Corporation
(BCSC), the $250,000 principal amount bears interest at an annual
rate of 12%. Interest at a rate of 7.75% per annum is payable semi-annually with
the remainder payable on maturity.

BCSC also received 116,629
warrants. Each warrant entitles BCSC to acquire one common share of the Company
at any time on or before April 20, 2003 at an exercise price of $0.86 per share.
The issuance of the warrants represents a debenture discount and is amortized to
interest expense over the term of the debenture.

In addition, under the
terms of the debenture, $19,375 was placed in a segregated interest reserve
account to pay interest when due.

MATERIAL CONTRACT

On December 20, 1999, the
Company sold its Newark Facility to a wholly-owned subsidiary of Boeing Capital
Corporation, MDFC Equipment Leasing Corporation, for a profit of $440,345.
Contemporaneously with the sale, the Company leased the facility for a period of
seven years at a monthly rental of approximately $49,000 plus 10% of monthly
deicing revenue. The profit has been deferred in the accounts and is being
amortized to income over the term of the lease.

COMPARATIVE AMOUNTS

The comparative amounts presented
for the three months and six months ended April 30, 2000 on the Consolidated
Condensed Statements of Loss and Deficit and the Consolidated Condensed
Statements of Cash Flows have been restated to be consistent with the audited
consolidated annual financial statements for the year ended October 31, 2000.

The impact of the
restatement for the three months ended April 30, 2000 was to decrease cost of
sales, exclusive of depreciation and amortization, by $119,216 and to reduce
deicing service centre rent expense by $15,726. In addition, the loss for the
period was reduced by $134,942 and loss per share was reduced by $0.02.

The impact of the
restatement for the six months ended April 30, 2000 was to increase cost of
sales, exclusive of depreciation and amortization, by $31,450, record deferred
profit on sale-leaseback in the amount of $440,345 and to reduce deicing service
centre rent expense by $22,168. In addition, the loss for the period and the
deficit were increased by $449,627 and loss per share was increased by $0.03.

CANADIAN ACCOUNTING PRINCIPLES

These consolidated
condensed financial statements have been prepared in accordance with accounting
principles generally accepted in the United States (U.S. GAAP) and
with the requirements of the Securities and Exchange Commission
(SEC), which in the case of the Company, conform in all material
respects with those of Canada (Canadian GAAP), except as described
below.

Under U.S. GAAP, the fair
value of stock options issued to consultants is amortized to income over the
vesting periods as stock based compensation. Under Canadian GAAP, there is no
requirement to record stock option compensation.

The following table
reconciles the loss as reported on the Consolidated Condensed Statements of Loss
and Deficit for the three month and six month periods ended April 30, 2001 and
2000 to the loss that would have been reported had the financial statements been
prepared in accordance with Canadian GAAP.

|                                                                            | Threemonths endedApril 30,2001$ | Threemonths endedApril 30,2000$ | Sixmonths endedApril 30,2001$ | Sixmonths endedApril 30,2000$
|--------------------------------------------------------------------------- | ------------------------------- | ------------------------------- | ----------------------------- | -----------------------------
|                                                                           
|Loss for the period in accordance with US
        GAAP and SEC requirements | (791,775)                       | (854,676)                       | (1,534,810)                   | (1,433,865)                  
|Stock based compensation                                                    | 20,493                          | -                               | 61,478                        | -                            
|                                                                           
|Loss for the period in accordance with
        Canadian GAAP                | (771,282)                       | (854,676)                       | (1,473,332)                   | (1,433,865)                  
|                                                                           
|Loss per common share                                                       | (0.05)                          | (0.06)                          | (0.11)                        | (0.11)                       
|                                                                           
|Weighted average number of shares                                           | 14,026,665                      | 13,193,761                      | 14,026,632                    | 12,692,351                   
|                                                                           

SHARE CAPITAL

Authorized
Unlimited number of common shares

Issued and outstanding

`Number          Stated
                                                                              of shares         capital
                                                                                      #               $
--------------------------------------------------------------------------------------------------------

Outstanding at October 31, 1999                                              12,027,934       8,721,039
--------------------------------------------------------------------------------------------------------
Issued upon conversion of 7% debentures - net of costs                          951,932         682,153
Issued upon conversion of stock options                                         494,625         586,425
Issued upon conversion of stock options granted to financial advisors            44,450          55,927
Issued upon conversion of stock options granted to Boeing Capital               507,659         465,470
   Services Corporation
--------------------------------------------------------------------------------------------------------
Outstanding at October 31, 2000                                              14,026,600      10,511,014
--------------------------------------------------------------------------------------------------------
Issued upon conversion of stock options                                              65              59
--------------------------------------------------------------------------------------------------------
Outstanding at April 30, 2001                                                14,026,665      10,511,073
========================================================================================================`

Item 2.  Managements Discussion and Analysis or Plan of Operation.

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 Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission on January 29, 2001, which information is incorporated
herein by reference. The forward-looking statements contained in this discussion
represent the Companys judgment based on information currently available
to it.

The following discussions
and analysis presents a review of the consolidated operating results and
financial condition of Radiant Energy Corporation (the Company) and
its subsidiary Radiant Aviation Services, Inc. (RAS) for the three
month and six month periods ended April 30, 2001 and 2000. Reference is made to
the Consolidated Financial Statements for the years ended October 31, 2000 and
1999 contained in Item 7 of the Companys Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission on January 29, 2001, which
information is incorporated herein by reference. This discussion and analysis
should be read in conjunction with the Consolidated Financial Statements and
Notes thereto.

DISCUSSION OF FINANCIAL CONDITION CHANGES DURING THE THREE MONTH AND SIX MONTH PERIODS ENDED APRIL 30, 2001

All dollar amounts referred
to in the following discussion are based on the April 30, 2001 Canadian dollar
exchange rate of $1.5366 per U.S. dollar where applicable.

LIQUIDITY AND CAPITAL RESOURCES

During the six month period
ended April 30, 2001, the Companys working capital decreased from $888,580
to $747,216 and cash and cash equivalents decreased from $1,092,080 to $837,591
primarily as a result of continuing operating losses, which were partially
offset by financing activities.

Working capital decreased
by $141,364 during the six month period to $747,216 as at April 30, 2001.
Significant changes in components of the Companys working capital during
the period included the increase in inventory, the increase in accounts payable
and the decrease of cash and cash equivalents. During the six month period ended
January 31, 2001, inventory increased by $751,260 primarily related to the
purchase of the structure and certain components and other expenditures to be
installed in and associated with the InfraTek(R) System to be constructed at the
Kalamazoo-Battle Creek International Airport. Inventory includes $424,600
relating to a deicing service centre structure that the Company has ordered, and
for which a corresponding liability has been accrued, but which has not been
delivered due to the Companys current deficiencies in short term liquidity
and capital.

Accounts payable and
accrued liabilities increases by $620,561 during the six month period ended
April 30, 2001. Increases in accounts payable and accrued liabilities are
principally associated with the increases in inventory discussed and as a result
of the Company not being able to make timely payments to certain of its trade
and other creditors, as a result of the deficiency in short term liquidity and
capital resources.

As at April 30, 2001, the
Company had cash and cash equivalents of $837,591, of which approximately
$108,665 is restricted under the terms of the debentures issued during the three
month period ended April 30, 2001. Unrestricted cash and cash equivalents
decreased $363,144 during the six month period ended April 30, 2001 to $728,936,
primarily as a result of continuing operating losses and changes in non-cash
working capital items, which were partially offset by financing activities. As
presented in the Consolidated Condensed Statements of Cash Flow, cash used in
operating activities was $734,627 during the three month period and $1,195,586
during the six month period ended April 30, 2001.

Management anticipates
that, as a result of the Companys low sales and revenues to date, the
Company will need to raise substantial additional funds in order to continue to
develop its business. The Company will need to secure additional financing in
order to fund cash used in operations, its continuing operations, working
capital, capital expenditures and rental requirements. Management expects
current cash on hand and funds from operations will be sufficient to meet
reasonably foreseeable working capital expenditures, capital expenditures,
rental requirements and operating requirements until approximately July 15,
2001. There is no assurance that anticipated levels of revenues and expenses
will prove to be accurate. Accordingly, the annual audited Consolidated
Financial Statements for the year ended October 31, 2000 and October 31, 1999
included the following disclosure in the Report of the Independent Auditors:

| | The
accompanying consolidated financial statements have been prepared assuming that
the company will continue as a going concern. As discussed in note 1 to
the consolidated financial statements, the company has suffered recurring losses
from operations and has an accumulated deficit. These conditions raise
substantial doubt about the companys ability to continue as a going
concern. Managements plans in regard to these matters are also described
in note 1. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, Note 1 of the
Notes to the Consolidated Financial Statements included the following:

| | The
consolidated financial statements have been prepared by management in accordance
with accounting principles generally accepted in the United States [there are no
significant differences between U.S. and Canadian generally accepted accounting
principles] on a going concern basis, which contemplates the realization of
assets and the discharge of liabilities in the normal course of business for the
foreseeable future. The company has incurred significant losses and negative
cash flow from operations in each of the last two years and has an accumulated
deficit of $9,550,605 at October 31, 2000 [1999 - $6,198,895]. The
companys ability to continue as a going concern is in substantial doubt
and is dependent upon achieving a profitable level of operations and obtaining
additional financing. Management of the company has undertaken steps as part of
a plan to raise additional capital. To improve operations, management intends to
continue to focus sales and marketing on specific markets and customers. There
can be no assurance the company can attain profitable operations in the future.
These consolidated financial statements do not give effect to any adjustments
which would be necessary should the company be unable to continue as a going
concern and therefore, be required to realize its assets and discharge its
liabilities in other than the normal course of business and at amounts different
from those reflected in the accompanying consolidated financial
statements.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On April 25, 2001 the
Company announced to it completed its previously announced non-brokered private
placement of $1,152,000 of 7.75% Series A Convertible Debentures. In addition,
the Company issued a $250,000 12.0% Unsecured Debenture to Boeing Capital
Services Corporation (BCSC).

The sale of the Series A
Convertible Debentures and the Unsecured Debenture generated gross proceeds of
$1,402,000. The Series A Debentures, maturing April 5, 2006, bear an annual
interest rate of 7.75%, payable semi-annually. Each $1,000 principal amount of
the Series A Debentures is convertible at any time, at the option of the holder,
into common stock of the Company at a conversion rate of $0.86 per share (for
1,160 common shares) if converted prior to April 5, 2003, $1.235 per share (or
810 common shares) if converted from April 6, 2003 to April 5, 2004, $1.408 per
share (for 710 common shares) if converted from April 6, 2004 to April 5, 2005,
and $1.724 per share (for 580 common shares) if converted from April 6, 2005 up
to and including the Maturity Date. Executive officers and directors of the
Company acquired roughly 44.7% of the Series A Debentures, or 36.3% of the
combined Series A Debentures and the Unsecured Debenture. The Company sold
$500,000 of the Series A Debentures to AS Borgaa, a subsidiary of Fred Olsen and
Company, a management company for two publicly traded Norwegian companies,
Granger Rolf ASA and Bonheur ASA.

In a related transaction,
BCSC subscribed for $250,000 principal amount of Unsecured Debenture. The
Unsecured Debenture matures April 5, 2006 and bears interest at an annual rate
of 12%. Interest at a rate of 7.75% per annum is payable semi-annually with the
remainder payable on maturity. BCSC also received 116,629 detachable warrants.
Each warrant entitles BCSC to acquire one common share of the Company at any
time on or before April 20, 2003 at an exercise price of $0.86 per share. The
exercise of the warrants is restricted if, after giving effect of such exercise,
BCSC will own greater than 19.94% of the issued and outstanding common stock.
The total exercise value of the warrants represents 40% of the value of the 12%
Unsecured Debenture.

None of the Series A
Debentures, the Unsecured Debenture, the warrants or the common shares issuable
upon conversion of the Series A Debentures or exercise of the warrants have been
registered under the United States Securities Act of 1933, and they may not be
sold or offered for sale in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act.
Furthermore, without the prior written approval of the Canadian Venture Exchange
(CDNX) and compliance with applicable Canadian securities
legislation, none of the Series A Debentures, the warrants or the common shares
issuable upon conversion of the Series A Debentures or exercise of the warrants
may be sold on or through the facilities of CDNX or otherwise in Canada or to or
for the benefit of a Canadian resident until August 5, 2001.

Under the terms of the
Series A Debentures, participants subscribing to debenture amounts in excess of
$200,000 have demand registration rights. Accordingly the Company has entered
into Registration Rights Agreements with Mowtowr & Co. Acct. 504090002-David
A. Williams and AS Borga under which the Company will assist the debenture
holders to register the shares under the United States Securities Act of 1933.
In addition, if shares are registered under the United States Securities Act of
1933, such registration will also apply to shares held in respect of debenture
conversions by other debenture holders, at the option of other debenture
holders.

ADDITIONAL FINANCING REQUIRED

The amount of additional
financing that the Company will be required to obtain to fund cash used in its
continuing operations, working capital expenditures, capital expenditures and
rental requirements during the twelve month period ending April 30, 2002 is
dependent on the actual levels of revenues and expenses during the period.
Although the Company anticipates that it will achieve increased sales during the
twelve month period, if the Company is unsuccessful in achieving additional
sales, it is anticipated that the company will require additional financing, of
approximately $4,500,000 to fund cash used in its continuing operations, working
capital expenditures, capital expenditures and rental requirements during the
twelve month period ending April 30, 2002. There is no assurance that
anticipated levels of revenues and expenses will prove to be accurate.

As a result of the
deficiency in short term liquidity and capital resources, the Company has not
been able to make timely payments to certain of its trade and other creditors.
As at April 30, 2001, the Company had past due accounts payable in the amount of
approximately $894,000. The Company expects that if it is unable to secure
additional financing by July 15, 2001, there will be a material, negative impact
on its operations.

The Company is currently
evaluating possible financing alternatives and is in discussions with a number
of potential investors in order to secure the additional financing required. The
foregoing discussion does not constitute an offer to sell securities to, or a
solicitation of an offer to buy securities from, anyone.

Additional financing may
not be available or may not be available 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. If the Company is successful in obtaining
additional financing in an amount less than the amount sought, and if
anticipated levels of sales and expenses do not prove to be accurate, the
Company may be required to modify the planned development of the business or
secure further additional financing. Additional short term financing may not be
available or may not be available on acceptable terms, in which case the Company
may be required to curtail operations in order to continue operations on a
limited basis.

The Companys plans
for continuing operations and development of its business include the
establishment of deicing service centers financed through sale-leaseback
transactions. The Company currently has a sale-leaseback financing facility
agreement with Boeing Capital Corporation (BCC), whereby BCC will
enter sale-leaseback transactions with the Company to an aggregate of
$10,000,000 subject to certain conditions, including the placement of the
equipment into service not later than December 31, 2001, and approval by BCC of
each draw on the lease line. Plans for continuing operations and development of
the Companys business require that the agreement with BCC be extended
beyond December 31, 2001 and that the aggregate limit contained in the agreement
be substantially increased, or that the Company secure additional financing
similar to that provided by BCC, with other lenders.

In connection with its
Norwegian operations, the Company has entered into commitments to purchase
approximately $576,000 of components to be installed in an InfraTek(R) deicing
service centre. Negotiations may not be concluded soon enough to permit the
Company to accept timely delivery of the components, and the vendor documents
provide for approximately $100,000 of liquidated damages if the order is
cancelled.

RESULTS OF OPERATIONS

During the six month period
ended April 30, 2001, the Company continued to develop its business. The
InfraTek System 2000 installed at the Newark International Airport realized
significantly increased usage. 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 2000, 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. Between November 14, 2000 and
March 26, 2001 an additional 445 treatments were completed.

REVENUE

For the six month periods
ended April, 2001 and 2000 revenues, operating expenses and costs of sales
related to revenues were as follows:

`Deicing
                                                   Service
                                   System          Centre       Maintenance
                                    Sales        Operations       Services      2001
                                      $               $               $          $
---------------------------------------------------------------------------------------
REVENUE
Sales                                 -            180,741         6,678        187,419
Cost of sales, exclusive of
   depreciation and amortization      -               -            8,435          8,435
---------------------------------------------------------------------------------------
Gross profit                          -            180,741        (1,757)       178,984
Deicing service center rent expense   -           (283,712)          -         (283,712)
---------------------------------------------------------------------------------------
                                      -           (102,971)       (1,757)      (104,728)
=======================================================================================


                                                   Deicing
                                                   Service
                                   System          Centre       Maintenance
                                    Sales        Operations       Services      2000
                                      $               $               $          $
---------------------------------------------------------------------------------------
REVENUE
Sales                              3,383,700        25,217        19,200      3,428,117
---------------------------------------------------------------------------------------
Cost of sales, exclusive of
   depreciation and amortization
     Installation cost             2,943,355          -              -        2,943,355
     Other operating expenses         -             11,790         1,144         12,937
---------------------------------------------------------------------------------------
Gross profit                         440,345        13,427        18,056        471,828
Deferred profit on sale lease-back  (440,345)         -              -         (440,345)
Deicing service center rent expense    -          (192,661)          -         (192,661)
---------------------------------------------------------------------------------------
                                       -          (179,234)       18,056       (161,178)
=======================================================================================`

During the six months ended
April 30, 2001 the Company generated revenue of $187,419, principally related to
commercial deicing services at the Newark facility. Revenue during the
corresponding period of the prior year was $3,428,117 principally related to the
sale of the Newark facility to a wholly-owned subsidiary of Boeing Capital
Corporation, MDFC Equipment Leasing Corporation (MDFC).
Contemporaneously with the sale, the Company leased the facility for a period of
seven years at a monthly rental of approximately $49,000 plus 10% of monthly
deicing revenue. The profit has been deferred in the accounts and is being
amortized to income over the term of the lease.

DEFERRED PROFIT ON SALE-LEASEBACK

Deferred profit on sale
lease-back during the six month period ended April, 2001 was nil as no
sale-leaseback transactions were entered into during the period. Deferred profit
on sale lease-back associated with the sale of the System installed at the
Newark International Airport during the six month period ended April 30, 2000
was $440,345.

DEICING SERVICE CENTRE RENT EXPENSE

Deicing service center rent
expenses associated with the System installed at the Newark International
Airport was $283,712 during the six month period ended April 30, 2001 and
$192,661 during the corresponding prior period. Rent expense represents the
aggregate of payments and accruals to MDFC for gross lease payments, in the
amount of approximately $49,000 per month, plus 10% of deicing revenue, less the
amortization of deferred profit on sale-leaseback in the amount of $5,242 per
month, as follows.

`2001             2000
                                                            $                $
--------------------------------------------------------------------------------

DEICING SERVICE CENTRE RENT EXPENSE
Gross lease payments                                    297,091          212,300
Revenue participation, 10% of deicing revenue            18,074            2,529
--------------------------------------------------------------------------------
                                                        315,165          214,829
Amortization of deferred profit on sale-leaseback       (31,453)         (22,168)
--------------------------------------------------------------------------------
                                                        283,712          192,661
================================================================================`

INTEREST INCOME

Interest income during the
six month period ended April 30, 2001 was $11,249, compared to $66,298 in 2000,
as a result of the Companys lower average cash and cash equivalent
balances during the current year. The Company received interest income on its
daily cash balances and from low risk term deposits.

MARKETING EXPENSES

Marketing expenses during
the six month period ended April 30, 2001 were $591,633 compared to $419,997 in
during the six month period ended April 30, 2000 reflecting the Companys
increased marketing efforts and focus. Marketing expenditures during the three
month period ended April 30, 2001 of $292,575 were comparable to marketing
expenditures during the prior three month periods ended January 31, 2001 and
October 31, 2000 of $299,058 and $288,944 respectively.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative
expenses during the six month period ended April 30, 2001 of $630,631 were
comparable to expenditures during the six month periods ended April 30, 2000 of
$645,134. Increased expenditures on salaries during the current period were
offset by the absence of consulting fees incurred during the six months ended
April 30, 2000 in connection with executive search costs related to the
recruitment of senior executives.

RESEARCH AND PRODUCT DEVELOPMENT COSTS

Research and product
development expenses decreased during the six month period ended April 30, 2001
to $119,231 from $152,859 during the six month period ended April 30, 2000. The
decrease in research and development costs in the current period is principally
associated with absence of expenditures incurred in the prior year related to
the engagement of a independent aviation consultant to conduct comparative test
of the InfraTek(R) treatment with conventional deicing methods with respect to
refreezing on aerodynamically quiet areas of aircraft wings. Research and
development activities are ongoing, principally related to optional equipment
that could be incorporated into the system.

DEPRECIATION AND AMORTIZATION

Depreciation and
amortization during the six month period ended April 30, 2001 decreased to
$89,559 from $116,260 during the comparable period of the prior year. The
decrease principally related to reduced depreciation during the current period
associated with the Company owned deicing service center located at the
Buffalo-Niagara International Airport and the absence of amortization of
deferred charges associated with the 7% debentures issued during May 1999, which
were converted to common shares by July 31, 2000. Reduced amortization of
deferred charges was partially offset by charges during the current period
associated with the amortization of issuance cost related to the 7.75% Series A
Convertible Debentures and the 12% Unsecured Debenture issued during April 2001.

INTEREST EXPENSE

Interest expense for the
six month period ended April 30, 2001 increased to $10,277 from $4,735 during
the six month period ended April 30, 2000. Interest expense during the current
period was associated with the 7.75% Series A Convertible Debentures and the 12%
Unsecured Debenture issued during April 2001 and amortization of the related
discount. Interest expense during the prior period related to interest on the 7%
debentures issued during May 1999, which were converted to common shares by July
31, 2000.

INCOME TAX

At April 30, 2001, the
Company has Canadian non-capital losses of approximately $1,238,000 and U.S. net
operating losses of approximately $8,395,000. These losses may be carried
forward to reduce taxable income in future years.

If not utilized, the Canadian losses will expire as follows:

|     | $      
|---- | -------
|    
|2002 | 178,000
|2003 | 27,000 
|2005 | 230,000
|2006 | 196,000
|2007 | 411,000
|2008 | 196,000

If not utilized, the U.S. losses will expire as follows:

|     | $        
|---- | ---------
|    
|2009 | 2,000    
|2010 | 622,000  
|2011 | 1,123,000
|2012 | 1,178,000
|2018 | 1,686,000
|2019 | 937,000  
|2020 | 1,733,000
|2021 | 1,114,000

The potential income tax
benefits relating to these accumulated losses have not been recorded in the
companys accounts.

EARNINGS PER SHARE

Following information
concerns the computation of earnings per share data for the three month and six
month periods ended April 30, 2001 and 2000.

|                                                                  | Numerator    | Per ShareDenominator | EarningsPer Share
|----------------------------------------------------------------- | ------------ | -------------------- | -----------------
|                                                                 
|Three month period ended April 30, 2001
Loss for the period       | $(791,775)  
|Basic earnings per share, income available to
common shareholders | $(791,775)   | 14,026,665           | $(0.06)          
|Three month period ended April 30, 2000
Loss for the period       | $(854,676)  
|Basic earnings per share, income available to
common shareholders | $(854,676)   | 13,193,761           | $(0.06)          
|Six month period ended April 30, 2001
Loss for the period         | $(1,534,810)
|Basic earnings per share, income available to
common shareholders | $(1,534,810) | 14,026,632           | $(0.11)          
|Six month period ended April 30, 2000
Loss for the period         | $(1,433,865)
|Basic earnings per share, income available to
common shareholders | $(1,433,865) | 12,692,351           | $(0.11)          

At April 30, 2001  options and  warrants for the purchase of  1,723,620  shares were  outstanding.  In addition,  at April 30, 2000 the
Company had 7.75% Series A Convertible Debentures outstanding that were convertible to 1,336,320 shares.

At April 30, 2000 options to purchase  1,134,551  shares were  outstanding.  In addition,  at April 30, 2000 the Company had 7% secured
convertible debentures outstanding that were convertible to 294,492 shares.

Diluted  earnings  per share have not been  presented as the shares to be issued on the  exercise of options and on  conversion  the of
convertible debentures would have an anti-dilutive impact on earnings per share as a result of a loss being reported for the periods.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

None.

Item 2.  Changes in Securities.

On April 20, 2001, the Company  completed an offering in which it sold (1) $1,152,000 of 7.75% Series A Convertible  Debentures and (2)
$250,000 of Unsecured  Debentures  and Warrants to purchase up to 116,629 of its common  shares.  The Series A  Convertible  Debentures
were sold in a private offering to nineteen persons,  some of who were believed to be "offshore" and not "U.S.  persons" and who bought
subject to "offering  restrictions"  pursuant to SEC Rule 902, and all of whom were "accredited  investors"  within the meaning of Rule
501.  The  Unsecured  Debentures  and  Warrants  were sold to Boeing  Capital  Services  Corporation  ("BCC"),  the  Company's  largest
shareholder and an "accredited  investor".  No underwriters  were used in connection with the offering.  Under an existing  arrangement
a commission  was paid to the firm that  originally  introduced  BCC to the Company in an amount equal to 3% of the $250,000  Unsecured
Debentures and Warrants sold.

The Series A Debentures  were offered and sold in reliance on the  exemptions  from  registration  under the Securities Act provided by
Sections 4(2) and 4(6) of the  Securities  Act, and under  Regulation S and Rule 506. The Unsecured  Debentures  and Warrants were sold
in reliance on the exemptions from registration under the Securities Act provided by Sections 4(2) and 4(6) and under Rule 506.

Item 3.  Defaults Upon Senior Securities.

None.

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

At the Annual and Special  Meeting of  Shareholders  of the Company  held on March 29, 2001 the  following  persons  were elected to to
serve as directors, and the following matters were approved by the votes indicated.

|John M. Marsh       | Votes for 8,584,470 | Votes Withheld 31,375
|------------------- | ------------------- | ---------------------
|Bruce R. Nobles     | Votes for 8,579,470 | Votes Withheld 36,375
|Gregory G. O'Hara   | Votes for 8,589,470 | Votes Withheld 26,375
|David A. Williams   | Votes for 8,589,470 | Votes Withheld 26,375
|Steven D Williamson | Votes for 8,589,470 | Votes Withheld 26,375

Reappointment  of Ernst & Young LLP,  Chartered  Accountants,  as auditors  for the Company and  authorizing  the  directors to fix the
auditors remuneration:

| | Votes for 8,566,575 | Votes Withheld 49,270
| | ------------------- | ---------------------

Resolution set forth in the proxy statement  approving  amendments to the Company's  employee stock option plan (the "Plan") to provide
that (i) the maximum  number of common shares on the Company  reserved for issuance  under the Plan shall be 2,103,990  common  shares,
(ii) options  granted under the Plan shall be  exercisable  for a maximum of five years,  and (iii) option granted under the Plan shall
vest to the extent of one-third on each of the first,  second and third  anniversaries  of the date of grant; and such other amendments
to the Plan as may be required by the Canadian Venture Exchange Inc.:

|Votes for 4,955,462 | Votes Against 133,920 | Not Voted 3,526,563
|------------------- | --------------------- | -------------------

Item 5.  Other Information.

None.

Item 6.  Exhibits and Reports.

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

Exhibit Description

|3(a)  | Articles  of Incorporation
dated October 21, 1994; Articles of Amendment dated October 5, 1995. (1)                                                                                                          
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(b)  | Certificate of Amalgamation
dated February 21, 1996; Certificate of Continuance dated February 21, 1996. (1)                                                                                                 
|3(c)  | Certificate of Amendment of
Articles of Amalgamation, dated May 24, 2000. (2)                                                                                                                                
|3(d)  | By-laws. (1)                                                                                                                                                                                                 
|4(a)  | Trust Indenture dated as of
May 28, 1999 among and between  Radiant  Energy  Corporation,  Radiant  Aviation
Services,  Inc.  and  the  Trust  Company  of  Bank of  Montreal  respecting  7%
Debentures. (1)
|4(b)  | Agreement dated June 30, 1999
among and between Boeing  Capital  Services  Corporation,  Charles John Chew and
others (the "Shareholders Agreement"). (1)                                                    
|4(c)  | Agreement between Company and
Montowr & Co. Acct.  504090002-David  A. Williams dated April 5, 2000.  (the
"Registration Rights Agreement"). (*)                                                             
|10(a) | Agreement  dated June 30,
1999 between Company and Boeing Capital  Services  Corporation  ("Boeing Capital
Investment Agreement"). (1)                                                                       
|10(b) | Agreement  dated June 24,
1999 between  Radiant  Aviation  Services,  Inc. and Boeing Capital  Corporation
("Boeing Capital Financing Agreement"). (1)                                                       
|10(c) | Agreement dated September 9,
1999 between Radiant Aviation Services,  Inc. and Continental Airlines Inc. (the
"Continental Agreement"). (1)                                                                  
|10(d) | Agreement dated May 10, 1999
between Company and Lufthansa  Engineering  and  Operational  Services GMBH (the
"Lufthansa Agreement"). (1)                                                                    
|10(e) | Agreement  between Company
and C. John Chew dated October 30, 1998. (1)                                                                                                                                      
|10(f) | Agreement  between Company
and Timothy P. Seel dated November 1, 1999. (1)                                                                                                                                   
|10(g) | Agreement  between Company
and Robert D. Maier dated November 30, 1998. (1)                                                                                                                                  
|10(h) | Agreement  between Company
and Colin V.F. Digout dated February 2,1999. (1)                                                                                                                                  
|10(i) | Agreement  between Company
and Timothy P. Seel dated July 31, 1998 (the "Loan Agreement"). (1)                                                                                                               
|10(j) | Lease  Agreement  dated
December 20, 1999 between  Radiant  Aviation  Services,  Inc. and MDFC Equipment
Leasing Corporation. (1)                                                                            
|10(k) | Company Stock Option Plan,
as amended April 3, 1998. (1)                                                                                                                                                     
|10(l) | Patent  Royalty Agreement
between Messrs. Chew and Seel and the Company dated January 29, 1995. (1)                                                                                                          
|10(m) | Agreement  between Company
and Oakmoor Enterprises Inc. dated March 17, 1997. (3)                                                                                                                            
|10(n) | Agreement  dated November
2000 between Radiant Aviation Services,  Inc. and The County of Kalamazoo.  (the
"Kalamazoo Agreement"). (4)                                                                       
|10(o) | Agreement  between Company
and Bruce Nobles dated October 26, 2000. (4)                                                                                                                                      
|10(p) | Form of agreement between
Company  and  various  lenders.  (the  "7.75%  Series  A  Convertible  Debenture
Subscription Agreement"). (*)                                                                     
|10(q) | Agreement  between Company
and AS  Borgaa  dated  April 5,  2000.  (the  "AS  Borga  Convertible  Debenture
Agreement"). (*)                                                                                 
|10(r) | Agreement  between Company
and Boeing  Capital  Services  Corporation  dated April 20,  2000.  (the "Boeing
Unsecured Debenture Agreement"). (*)                                                             
|10(s) | Agreement  between Company
and Boeing  Capital  Services  Corporation  dated April 20,  2000.  (the "Boeing
Warrant Certificate"). (*)                                                                       

*    Filed herewith

|(1) | Filed as an exhibit to the Registrant's
report on Form 10-SB on February 24, 2000, and incorporated herein by reference.                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed  as an exhibit to the
Registrant's  quarterly  report on Form  10-QSB for the period  ended  April 30,
2000, and incorporated herein by reference.                                                                                                                                                                                                             
|(3) | Filed  as  an  exhibit  to
Amendment No. 3 to the  Registrant's  report on Form 10-SB on September 29, 2000
and incorporated herein by reference.                                                                                                                                                                                                                    
|(4) | Filed  as an exhibit to the
Registrant's  Report on 10-KSB on January  29, 2001 and  incorporated  herein by
reference.                                                                                                                                                                                                                                              
|(b) | Reports  on  Form  8-K.  On
February 22, 2001 the Registrant  filed a report on Form 8-K, which reported and
incorporated  therein by reference,  a Press  Release,  dated February 22, 2001,
issued by Radiant Energy  Corporation.  There were no other reports filed by the
Registrant   on  Form  8-K  during  the  three  month  period  ended  April  30,
2001.

SIGNATURES

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

|                     | RADIANT ENERGY CORPORATION                                               
|-------------------- | -------------------------------------------------------------------------
|Date:  June 14, 2001 | By:/s/  Bruce R. Nobles
Bruce NoblesPresidentChief Executive Officer     
|Date:  June 14, 2001 | By:/s/Colin V.F. Digout
Colin V.F. DigoutChief Financial OfficerSecretary