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

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended December 31, 2001

                         Commission File Number 0-30732
                         ------------------------------

                            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)


Securities registered pursuant to Section 12(b) of the Act:  NONE
                                                             ----

Securities registered pursuant to Section 12(g) of the Act:  Voting Common
                                                             -------------
Stock, $.000833 par value
-------------------------

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
                                            ---   ---

Indicate  the  number  of  shares outstanding of each of the Issuer's classes of
common stock, as of the latest practical date: Voting Common Stock, $.000833 par
                                               ---------------------------------
value per share - 17,463,300 shares as of December 31, 2001.
------------------------------------------------------------


<PAGE>
                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                                DECEMBER 31, 2001

                                    I N D E X

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):
-----------------------------------------

     Consolidated Balance Sheets as at December 31, 2001 (Unaudited) and March
     31, 2001

     Consolidated Statements of Operations
     For the Three Months Ended December 31, 2001 and 2000 and for the Nine
     Months Ended December 31, 2001 and 2000 (Unaudited)

     Consolidated Statements of Changes in Capital Deficiency
     For the Nine Months Ended December, 2001 (Unaudited) and for the Years
     Ended March 31, 2001 and 2000

     Consolidated Statements of Cash Flows
     For the Nine Months Ended December 31, 2001 and 2000 (Unaudited)

     Notes to Consolidated Financial Statements

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


PART II. OTHER INFORMATION

Item 1. Legal Proceedings
-------------------------

Item 2. Changes in Securities
-----------------------------

Item 3. Defaults upon Senior Securities
---------------------------------------

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

Item 5. Other Information
-------------------------

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


Signatures


<PAGE>
<TABLE>
<CAPTION>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL  STATEMENTS

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)

                                    A S S E T S
                                    -----------

                                                      December 31,     March 31,
                                                          2001            2001
                                                     --------------  --------------
                                                      (Unaudited)
<S>                                                  <C>             <C>
Currents assets:
  Cash                                               $      12,962   $     105,882
  Accounts receivable, less allowances for
    doubtful accounts and customer deductions              436,684         498,024
  Inventories, at cost, less allowances for
    obsolescence, excess quantities and valuation        1,043,789       1,225,230
  Prepaid expenses and other current assets                 75,273          78,706
                                                     --------------  --------------
        Total current assets                             1,568,708       1,907,842
                                                     --------------  --------------

Property assets, net of accumulated depreciation           164,033         173,374

Security deposits and other assets                          26,165          26,349
                                                     --------------  --------------

                                                     $   1,758,906   $   2,107,565
                                                     ==============  ==============

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

Current liabilities:
  Secured Note Payable                               $  10,175,000   $   9,225,000
  Current maturities of long-term debt                   1,476,549       1,665,309
  Due to affiliates                                        214,734         155,734
  Accounts payable                                       1,266,387         902,224
  Pre-petition liabilities                               1,012,000       1,012,000
  Accrued expenses and other current liabilities         5,003,734       4,166,572
                                                     --------------  --------------
        Total current liabilities                       19,148,404      17,126,839
                                                     --------------  --------------

Deferred rent                                               11,455          14,478

Long-term debt                                           1,780,169       1,919,620
Less:  Current maturities                                1,476,549       1,665,309
                                                     --------------  --------------
        Total long-term debt                               303,620         254,311
                                                     --------------  --------------

Capital deficiency:
  Common stock, $.000833 par value
    Authorized - 100,000,000 shares
    Issued - 17,463,300 shares at December 31, 2001
    Issued - 17,463,300 at March 31, 2001                   14,546          14,546
  Additional paid-in capital                            42,385,993      42,385,993
  Accumulated deficit                                 ( 60,105,112)   ( 57,688,602)
                                                     --------------  --------------
        Total capital deficiency                      ( 17,704,573)   ( 15,288,063)
                                                     --------------  --------------

                                                     $   1,758,906   $   2,107,565
                                                     --------------  --------------
</TABLE>

                       See notes to financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                      For the Three                 For the Nine
                                      Months Ended                  Months Ended
                                      December 31,                  December 31,
                              ----------------------------  ----------------------------
                                  2001           2000           2001           2000
                              -------------  -------------  -------------  -------------
<S>                           <C>            <C>            <C>            <C>
Net sales                     $    643,976   $  1,709,435   $  4,855,782   $  5,335,706
Cost of sales                      640,745      1,252,444      4,110,871      4,570,591
                              -------------  -------------  -------------  -------------
Gross margin                         3,231        456,991        744,911        765,115
                              -------------  -------------  -------------  -------------

Operating expenses:
  Selling                           21,571        122,843        196,317        448,993
  Research and development         168,505        130,500        465,036        471,985
  General and administrative       345,438        507,995      1,261,313      1,620,791
                              -------------  -------------  -------------  -------------
Total operating expenses           535,514        761,338      1,922,666      2,541,769
                              -------------  -------------  -------------  -------------

Loss from operations           (   532,283)   (   304,347)   ( 1,177,755)   ( 1,776,654)
                              -------------  -------------  -------------  -------------

Other expenses:
  Interest                         433,414      1,121,453      1,238,755      3,299,863

Net loss                         ($965,697)   ($1,425,800)   ($2,416,510)   ($5,076,517)
                              =============  =============  =============  =============


Net loss per common share           ($0.05)        ($0.08)        ($0.14)        ($0.29)
                              =============  =============  =============  =============

Weighted average number of
  shares outstanding            17,591,601     17,591,601     17,591,601     17,591,601
                              =============  =============  =============  =============
</TABLE>

                       See notes to financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

       CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

             FOR THE NINE MONTHS ENDED DECEMBER 31, 2001 (Unaudited)
                      AND FOR THE YEAR ENDED MARCH 31, 2001

                                          Common Stock
                                     -----------------------
                                       Number                 Additional                      Total
                                         of                     Paid-In     Accumulated      Capital
                                       Shares       Amount      Capital       Deficit      Deficiency
                                     -----------  ----------  -----------  -------------  -------------
<S>                                  <C>          <C>         <C>          <C>            <C>

Balance at March 31, 2000            17,591,601    $14,653    $40,035,886  ($51,120,688)  ($11,070,149)
Interest on convertible debt              -           -        2,350,000         -          2,350,000
Cancellations due to settlements     (  128,301)  (    107)       107            -              -
Net loss for the year                     -           -            -       (  6,567,914)  (  6,567,914)
                                     -----------  ----------  -----------  -------------  -------------

Balance at March 31, 2001            17,463,300     14,546    42,385,993   (57,688,602)   (15,288,063)
                                     ===========  ==========  ===========  =============  =============

Net loss for the nine months ended
December 31,2001 (unaudited)              -           -            -       (  2,416,510)  ($2,416,510)
                                     -----------  ----------  -----------  -------------  -------------

Balance at December 31, 2001         17,463,300    $14,546    $42,385,993  ($60,105,112)  ($17,704,573)
                                     ===========  ==========  ===========  =============  =============
</TABLE>

                       See notes to financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                         For the Nine
                                                         Months Ended
                                                         December 31,
                                                 ----------------------------
                                                     2001           2000
                                                 -------------  -------------
<S>                                              <C>            <C>
Cash flows from operating activities:
  Net loss                                        ($2,416,510)   ($5,076,517)
                                                 -------------  -------------
  Adjustments to reconcile net loss to
      net cash used in operating activities:
    Deferred Rent                                      (3,023)
    Accrued interest on debt                        1,313,939        854,952
    Depreciation and amortization                      49,899         96,379
    Provision for inventory obsolescence             (503,384)   (   282,663)
    Interest on convertible debt                                   2,250,000
    Provision for doubtful accounts                    (8,459)         7,770
    Increase (decrease) in cash flows as
        a result of changes in assets and
        liabilities and account balances:
      Accounts receivable                              69,799        192,324
      Inventories                                     684,824        725,373
      Prepaid expenses and other current assets         3,433    (     4,195)
      Deposits and other assets                           185         84,620
      Accounts payable                                364,163    (   754,464)
      Accrued expenses and other liabilities         (476,777)       111,956
                                                 -------------  -------------
  Total adjustments                                 1,494,599      3,282,052
                                                 -------------  -------------

Net cash used in operating activities                (921,911)   ( 1,794,465)
                                                 -------------  -------------

Cash flows used in investing activities:
  Property assets                                     (40,558)   (   176,324)
                                                 -------------  -------------

Cash flows from financing activities:
    Payment/reduction of long term debt
    Proceeds from affiliates                        1,009,000      2,250,000
    Proceeds from (repayment of) debt                (139,451)   (   263,638)
                                                 -------------  -------------
Net cash provided by financing activities             869,549      1,986,362
                                                 -------------  -------------

Net increase in cash                                  (92,920)        15,573

Cash at beginning of year                             105,882        144,839
                                                 -------------  -------------

Cash at end of period                            $     12,962   $    160,412
                                                 =============  =============
</TABLE>

                       See notes to financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)

                                  (Unaudited)

                                                              For the Nine
                                                              Months Ended
                                                              December 31,
                                                          --------------------
                                                            2001       2000
                                                          --------  ----------
<S>                                                       <C>       <C>
Supplemental Disclosures of Cash Flow Information:
  Cash payments for:

    Interest expense                                      $  9,275  $    6,956
                                                          ========  ==========

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

Supplemental Schedules of Non Cash Financing Activities:

Conversion for debt to equity                             $      -  $        -
                                                          ========  ==========

Interest on convertible debt                              $      -  $2,250,000
                                                          ========  ==========
</TABLE>

                       See notes to financial statements.


                                        6
<PAGE>
                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                AS AT DECEMBER 31, 2001 AND FOR THE NINE MONTHS
                  ENDED DECEMBER 31, 2001 AND 2000 (UNAUDITED)


NOTE 1 -  REALIZATION OF ASSETS - GOING CONCERN.

          The accompanying consolidated condensed 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, 2001 and nine months ended December 31, 2001. Management on
     June 1, 1998 placed its contract engineering division 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. ("e2 Electronics"). The Court appointed a trustee who is
     liquidating the assets of e2 Electronics for the benefit of its creditors.

          The accompanying consolidated financial statements reflect a working
     capital deficiency of $15,219,000 and $17,620,000 at March 31, 2001 and
     December 31, 2001, respectively, of which $1,012,000 is attributable to the
     net obligations of e2 Electronics. Upon the conclusion of the liquidation
     of e2 Electronics, the capital deficiency at December 31, 2001, will
     decrease by the forgiveness of the net indebtedness of e2 Electronics of
     $1,012,000. For the nine months ended December 31, 2001, the Company
     incurred losses from operations of $2,457,000 ($0.14 per share). The
     Company's primary source of cash has been the sale of its securities and
     loans from a major shareholder.

          The Company and/or its subsidiaries are defendants in a number of
     legal actions. In the opinion of management, the Company, in the event of
     an adverse ruling, could have a potential liability related to the
     bankruptcy proceedings of e2 Electronics, or Inverness Corporation and
     Menotomy Funding, LLC v. Elgin Technologies, Inc., that would have a
     material adverse effect on the Company's financial condition or results of
     operations.

          The substantial operating losses of the Company incurred through and
     subsequent to December 31, 2001, and the Company's limited ability to
     obtain financing other than from a major shareholder 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.

          Management believes that it is possible to turn around the Company's
     financial performance and has begun implementing its business plan. This
     plan calls for focusing on two main performance areas, which are: 1)
     overhead reduction and 2) revenue/margin improvement.


                                        7
<PAGE>
     Overhead reduction:

          The Company has reduced its overhead and will continue to look for
     overhead reduction opportunities in the future. Benefits have been realized
     by consolidating all facilities and moving headquarters to a lower cost
     facility, reducing staffing by streamlining operations and closing
     facilities, and by implementing other outsourcing strategies to limit the
     Company's overhead structure.

     Revenue margin improvement:

          The Company has a 60 year history of providing quality products to the
     industry, and management has repositioned its marketing of its products to
     focus on that history. Management has implemented new strategies to improve
     margins by focusing on those items in its product lines that have high
     margins and strong market demand. Current market conditions have led
     management to increase its capabilities in its engineering and installation
     business. By tailoring its product and service offerings and
     purchasing/staffing more efficiently, the Company is able to reduce its
     cost of goods sold component, thereby adding to margin improvement.

          In addition, the Company is completing its beta site testing of its
     Master Lite fluorescent product line. It is anticipated that the Company
     will be able to generate revenues from this product line during the 2002
     calendar year.

NOTE  2 - BANKRUPTCY PROCEEDINGS - CHAPTER 7.

          On June 1, 1998, management filed a petition for its wholly owned
     subsidiary, e2 Electronics, Inc. ("e2 Electronics"), under Chapter 7 of
     Title 11 (a liquidation) of the United States Bankruptcy Code in the
     Western District of Pennsylvania of the United States Bankruptcy Court (the
     "Court"). e2 Electronics sought to have the court liquidate its assets and
     disburse the proceeds therefrom to its creditors for which the Court
     appointed a Trustee. The results of operations of e2 Electronics, after the
     filing, are not included in the accompanying consolidated finan-cial
     statements because operations were conducted by the Court-appointed Trustee
     and all of e2 Electronics' records were transferred to the Trustee, and
     were not available for audit.

          On May 30, 2000, the Bankruptcy Trustee for e2 Electronics filed a
     Complaint to Avoid Fraudulent Transfer, to obtain Turnover of Property of
     the Estate, Equitable Subordination and Injunctive Relief in the Bankruptcy
     Court against Warren Power Systems, Inc. (a wholly-owned subsidiary of the
     Company), the Company, and DC&A Partners, Inc. However, the deadline for
     the defendants to answer the Complaint has been continued to give the
     parties an opportunity to negotiate for a cost-effective resolution of the
     Complaint by compromise and settlement, if possible. To that end, the
     Trustee propounded discovery requests, including interrogatories and
     requests for the production of documents, which defendants Warren Power
     Systems, Inc. and the Company have answered in detail. After the Trustee
     completes his due diligence with respect to a possible settlement, the
     parties will negotiate in earnest. The Company is now expecting a status
     conference to be held March 3, 2002 with the Trustee for possible
     negotiations and final resolution and settlement.

          Several years before e2 Electronics' June 1998 bankruptcy filing, e2
     Electronics issued a secured promissory note (the "Note") to Star Bank,
     N.A., an institutional lender. The Note was secured by, inter alia, certain


                                        8
<PAGE>
     assets of e2 Electronics that have an aggregate historical cost value of
     $915,000. In early 1998, the Note was approaching maturity. The principal
     and interest due under the Note at that time totaled $528,000. In order to
     maintain the validity of the security interest so that other creditors of
     e2 Electronics could not establish senior liens over the assets, the
     Company did not want e2 Electronics to fully pay and discharge the Note.
     Similarly the Company did not want to purchase the Note itself because it
     was concerned that such a purchase of the parent company of the debtor
     would allow a third party creditor to challenge the validity of the
     security interest. Accordingly, the Company proposed to its investment
     bankers, who had a substantial investment and interest in the Company, that
     they purchase the Note and security interest. The Company's investment
     bankers caused DC&A Partners, Ltd., a corporation that they controlled, to
     purchase the Note and security interest from Star Bank at par, making DC&A
     the holder of the secured lien.

          Subsequent to the Chapter 7 filing, DC&A paid the trustee a
     non-refundable fee of $10,000 for a license to operate the business of e2
     Electronics in order to preserve the value of e2 Electronics' assets. DC&A
     then moved for a court ordered sale, pursuant to which it would pay
     $100,000 for the assets. A condition of the trustee's agreement to this
     motion was that the $100,000 would be carved out of DC &A's secured claim,
     i.e., these funds would be available for the unsecured creditor's pool. At
     the hearing on the motion for court ordered sale, another inter-ested party
     was present and bid on the assets. DC&A ultimately won the bidding at a
     price of $177,000. The court carved the first $100,000 out of DC &A's
     secured claim as stated above, but allowed DC&A to recover the additional
     $77,000 in partial satisfaction of its secured claim.

          DC&A subsequently sold the assets to Warren Power Systems, Inc., a
     subsidiary of the Company in consideration of the forgive-ness by the
     Company of certain monies that it had loaned to DC&A.

          The assets and liabilities of e2 Electronics at the date of the filing
     petition were as follows:

<TABLE>
<CAPTION>

<S>                                       <C>
       Accounts receivable                $    210,000
       Rent deposits                            23,000
       Property assets                          20,000
       Investments                              71,000
       Inventories net of reserve
         for obsolescence of $1,560,000         13,000
                                          -------------
       Total assets                            337,000
                                          -------------

       Accounts payable-trade                  951,000
       Accrued expenses and other
         current liabilities                   214,000
       Loan payable - DC&A Partners Ltd.       600,000
                                          -------------
                                             1,765,000
                                          -------------

       Net liabilities                     ($1,428,000)
                                          =============
</TABLE>


                                        9
<PAGE>
          During the seven months ended December 1998 the rent deposit was
     utilized by the landlord for rent, which was charged to operations in the
     second quarter of fiscal 1999. The collection of the receivable resulted in
     the issuance of discounts and allowances of $28,000, which was charged to
     operations in the second quarter of 1999. The investments, management
     believes, are presently in the charge of the Trustees. The inventory,
     certain property and $100,000 in cash were given to DC&A in partial
     satisfaction of its secured loan. Since that time, management has not been
     able to obtain from the Trustees what, if any, additional changes to the
     assets and liabilities have occurred.

          Based upon the information supplied to management by the Trustees, the
     pre-petition liabilities net of the assets at December 31, 2001, are as
     follows:

<TABLE>
<CAPTION>



<S>                                            <C>
       Cash                                    $     82,000
       Investments                                   71,000
                                               -------------
                                                    153,000
                                               -------------

       Accounts payable-trade                       951,000
       Accrued expenses and other liabilities       214,000
                                               -------------
                                                  1,165,000
                                               -------------

                                                ($1,012,000)
                                               =============
</TABLE>
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. Reflected in the accompanying financial statements.
     References should be made to the Company's Annual Report on Form 10-KSB for
     the fiscal year ended March 31, 2001 for a summary of significant
     accounting policies. Interim period amounts are not necessarily indicative
     of the results of operations for the full fiscal year.


                                       10
<PAGE>
NOTE  4 - INVENTORIES.

               The components of the inventories in determining the cost of
     sales are as follows:
<TABLE>
<CAPTION>
                                   December 31,2001   March 31,2001
                                   -----------------  --------------
<S>                                <C>                <C>

       Raw materials               $       1,419,000  $    1,785,000
       Work-in-process                        54,000         162,000
       Finished goods                        186,000         397,000
                                   -----------------  --------------
                                           1,659,000       2,344,000
       Allowance for obsolescence
         and disposal                        615,000       1,119,000
                                   -----------------  --------------

                                   $       1,044,000  $    1,225,000
                                   -----------------  --------------
</TABLE>
          Management estimates that the remaining $615,000 allowance for
     obsolescence at December 31, 2001 is sufficient for the continuing
     operating segments to 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>
                                    December 31,2001   March 31,2001
                                    -----------------  --------------
<S>                                 <C>                <C>

 Machinery and equipment            $          82,000  $       64,000
 Furniture and fixtures                       143,000         120,000
 Leasehold improvements                       106,000         106,000
                                    -----------------  --------------
                                              331,000         290,000
   Less:  Accumulated depreciation            167,000         117,000
                                    -----------------  --------------

                                    $         164,000  $      173,000
                                    =================  ==============
</TABLE>
          Depreciation charged to operations in the three and nine months ended
     December 31, 2001 was $17,000 and $50,000, respectively.


NOTE 6  - FINANCING.

     Secured Note Payable:

          In November 1998, the Company entered into a loan with a major
     stockholder. At March 31, 2001 and December 31,2001, $9,225,000 and
     $10,175,000 respectively was outstanding under this facility. Since the
     Company has not made the required monthly stated interest payments of 10%,
     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 $3,313,000


                                       11
<PAGE>
     and $2,221,000 is outstanding at December 31, 2001 and March 31, 2001,
     respectively, which is included in accrued expenses and other liabilities
     in the accompanying financial statements. Interest charged to operations
     was $1,193,000 for the nine months ended December 31, 2001 and $914,000 for
     the comparable period in the previous year at an average interest rate of
     15%. The outstanding principal and accrued interest thereon is
     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 $4,225,000 of the
     obligation, $0.20 per share for $1,050,000 of the obligation, $0.14 per
     share for $250,000 of the obligation, $0.12 per share for $500,000 of the
     obligation, $0.10 per share for $3,700,000 of the obligation, $0.07 per
     share for $80,000, $0.06 per share for $70,000and $0.05 per share for
     $300,000 of the obligation.


          The beneficial conversion features of the above convertible debt
     transactions resulted in a charge to operations of imputed interest and a
     corresponding increase in additional paid-in capital of $2,250,000 for the
     nine months ended December 31, 2000. There was no charge made to operations
     for the corresponding period ending December 31, 2001, as there was no
     beneficial conversion feature.


NOTE 7 - CONTINGENCIES.

          The Company is subject to various legal proceedings and claims that
     are discussed in the Company's 2001 Form 10-KSB.

          The results of legal proceedings cannot be predicted with certainty;
     however, in the opinion of management, the Company, in the event of an
     adverse ruling, could have a potential liability related to the bankruptcy
     proceedings of e2 Electronics, Inc., or Inverness Corporation and Menotomy
     Funding, LLC v. Elgin Technologies, Inc., that would have a material
     adverse effect on the Company's financial condition or results of
     operations.


                                       12
<PAGE>
NOTE 8 - COMPANY OPERATIONS.

          The Company's operations are comprised of its lighting manufacturing
     and power system equipment manufacturing segments. Set forth below are
     sales, operating losses, depreciation, research and development costs and
     identifiable assets of the segments in thousands.
<TABLE>
<CAPTION>
                                                    Power     Total
                                        Lighting   Systems   Company
                                        ---------  --------  --------
<S>                                     <C>        <C>       <C>
Three months ending December 31, 2000:
  Net sales                             $       -  $  1,709  $  1,709
  Net loss                                    357     1,069  $  1,426
  Depreciation                                            9  $      9
  Research and development                     33        98  $    131
  Identifiable assets                          50      2545  $  2,595

Three months ending December 31, 2001:
  Net sales                             $       -  $    644  $    644
  Net loss                                    125       841  $    966
  Depreciation                                  -        15  $     15
  Research and development                     50       119  $    169
  Identifiable assets                         110      1649  $  1,759

Nine months ending December 31, 2000:
  Net sales                             $      11  $  5,325  $  5,336
  Net loss                                   1269     3,808  $  5,077
  Depreciation                                  -        37  $     37
  Research and development                    123       349  $    472
  Identifiable assets                          50     2,545  $  2,595

Nine months ending December 31, 2001:
  Net sales                                                  $      -
  Net loss                                    442     1,975  $  2,417
  Depreciation                                  -        50  $     50
  Research and development                    134       331  $    465
  Identifiable assets                         110      1649  $  1,759
</TABLE>


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<PAGE>
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
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.

     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 $644,000 and $1709,000 for the three months ended
December 31,2001 and 2000 respectively, a decrease in sales of $1,065,000 (62%).
For the nine month period ending December 31, 2001 and 2000, sales decreased
$480,000 (9%).    The decline in sales for the quarter can be contributed to
several different factors.  First, the telecommunications sector, as a whole,
experienced a dramatic contraction as the economy slowed and lower business
demand for telecommunications services exacerbated the problem of over-capacity.
As a result, several large CLEC's (competitive local exchange companies) and
international carriers, such as Global Crossing, were forced to declare
bankruptcy further depressing the market for telecommunications equipment.
Secondly, the events of September 11, 2001 caused many telecommunications
companies to revise their capital spending budgets for new equipment and
infrastructure build-out plans.  This situation led to several large projects
that the Company was working on during the quarter to be put on hold with our


                                       14
<PAGE>
largest customer, which accounted for 34% of sales in the quarter  For the nine
months ended December 31, 2001 that customer accounted for 61% of sales.  To
counter weakness in equipment sales, Management has increased the Company's E&I
(Engineering and Installation) services operation to take advantage of business
opportunities that have become available.  Management believes that the market
for equipment sales will remain soft in the very near term, but does believe
that, over the long term, demands for new technologies and increased bandwidth
will return demand for equipment to more sustainable growth pattern.  The
Company will focus on taking advantage of its increased presence in the E&I
segment, which Management believes can show continued improvement in sales
growth.  In addition, the Company hopes to begin marketing its Master Lite
product sometime during the next fiscal year, which should have a positive
effect on sales in the future.

GROSS MARGINS

     Gross margins decreased by $454,000 from $457,000 (27% of sales) to $3,000
(1% of sales) for the three months ended December 31, 2001 and 2000.  For the
nine months ended December 31, 2001 and 2000 gross margins decreased $20,000
from $765,000 (14% of sales) to $745,000 (15% of sales).  The decrease in gross
margins can be attributed to the lack of contribution to fixed operating costs
resulting from  the decrease in sales due to the abovementioned contraction in
the telecommunications sector and the impact of September 11th on the economy.

OPERATING EXPENSES

     Operating expenses were reduced $226,000 (30%) from $761,000 (45% of sales)
to $535,000 (83% of sales) for the three months ending September 30, 2000 and
2001 respectively.  For the nine months ended December 31, 2000 and 2001,
operating expenses decreased $619,000 (24%) from $2,542,000 (48% of sales) to
$1,923,000 (40% of sales).  Cost and staff reductions, lower research /
development and legal fees were the major contributors to this reduction.

OTHER EXPENSES

     Interest expense decreased $688,000 (61%) from $1,121,000 (66% of sales) to
$433,000 (67% of sales) in the third fiscal quarter of 2000 and 2001,
respectively.  For the nine months ending December 31, 2000 and 2001, interest
expense decreased $2,061,000 (63%) from $3,300,000 (62% of sales) to $1,239,000
(26% of sales).  The three and nine months ending December 31, 2000 include
$750,000 and $2,250,000 respectively of imputed interest on the beneficial
conversion feature of the convertible debt owed to a major shareholder.  The
remaining increase in interest of $52,000 and $189,000 for the same two
comparative periods resulted mostly from higher borrowings from the same major
shareholder.


                                       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 2001 Form 10-KSB.

     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  (Not applicable)

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 December 31, 2001.



                                       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:  February 18, 2002               /s/ Michael J. Smith
       -----------------               ------------------------
                                       Name: MICHAEL J. SMITH
                                       Title: EXECUTIVE VICE PRESIDENT
                                       AND CHIEF FINANCIAL OFFICER



                                       17
<PAGE>