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 June 30, 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)

                                 Not applicable
--------------------------------------------------------------------------------
   (Former name, former address and former year, if changed since last report)

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

                Applicable Only to Issuers Involved in Bankruptcy
                   Proceedings During the Preceding Five Years

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. Yes |X| No |_|

                      Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practical date

Voting Common Stock, $.000833 par value per share - 17,463,300 shares as of June
30, 2001.

<Page>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                                  June 30, 2001

I N D E X

PART I FINANCIAL INFORMATION

ITEM I FINANCIAL STATEMENTS (Unaudited):

     Consolidated Balance Sheets as at June 30, 2001 (Unaudited)
      and March 31, 2001

     Consolidated Statements of Operations
      For the Three Months Ended June 30, 2001 and 2000 (Unaudited)

     Consolidated Statements of Changes in Capital Deficiency
      For the Three Months Ended June 30, 2001 (Unaudited)
      and for the Years Ended March 31, 2001 and 2000

     Consolidated Statements of Cash Flows
      For the Three Months Ended June 30, 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>

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

<Table>
<Caption>
                                   A S S E T S

                                                                  June 30,           March 31,
                                                                    2001               2001
                                                                ------------       ------------
                                                                 (Unaudited)
<S>                                                             <C>                <C>
Currents assets:
  Cash                                                          $     26,799       $    105,882
  Accounts receivable, less allowances for
    doubtful accounts and customer deductions                        573,980            498,024
  Inventories, at cost, less allowances for
    obsolescence, excess quantities and valuation                  1,476,311          1,225,230
  Prepaid expenses and other current assets                           43,667             78,706
                                                                ------------       ------------
        Total current assets                                       2,120,757          1,907,842
                                                                ------------       ------------

Property assets, net of accumulated depreciation                     196,104            173,374
                                                                ------------       ------------

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

                                                                $  2,343,210       $  2,107,565
                                                                ============       ============

                        LIABILITIES AND CAPITAL DEFICIENCY

Current liabilities:
  Secured Note Payable                                          $  9,225,000       $  9,225,000
  Current maturities of long-term debt                             1,669,836          1,665,309
  Due to affiliates                                                  155,734            155,734
  Accounts payable                                                 1,676,225            902,224
  Pre-petition liabilities                                         1,012,000          1,012,000
  Accrued expenses and other current liabilities                   4,565,552          4,166,572
                                                                ------------       ------------
        Total current liabilities                                 18,304,347         17,126,839
                                                                ------------       ------------

Deferred rent                                                         12,967             14,478

Long-term debt                                                     1,918,187          1,919,620
Less:  Current maturities                                          1,669,836          1,665,309
                                                                ------------       ------------
        Total long-term debt                                         248,351            254,311
                                                                ------------       ------------

Capital deficiency:
  Common stock, $.000833 par value
    Authorized - 100,000,000 shares
    Issued - 17,463,300 shares at June 30, 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                                            (58,622,994)       (57,688,602)
                                                                ------------       ------------
        Total capital deficiency                                 (16,222,455)       (15,288,063)
                                                                ------------       ------------

                                                                $  2,343,210       $  2,107,565
                                                                ============       ============
</Table>

            See notes to consolidated condensed financial statements.

<Page>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<Table>
<Caption>
                                            For the Three
                                            Months Ended
                                              June 30,
                                  -------------------------------
                                      2001               2000
                                  ------------       ------------
<S>                               <C>                <C>
Net sales                         $  2,466,428       $  2,156,589
Cost of sales                        2,220,023          2,168,087
                                  ------------       ------------
Gross margin                           246,405            (11,498)
                                  ------------       ------------

Operating expenses:
  Selling                               99,658            158,723
  Research and development             142,653            187,725
  General and administrative           536,486            595,908
                                  ------------       ------------
Total operating expenses               778,797            942,356
                                  ------------       ------------

Loss from operations                  (532,392)          (953,854)
                                  ------------       ------------

Other expenses:
  Interest                             402,000          1,325,314

Net loss                             ($934,392)       ($2,279,168)
                                     =========        ===========

Net loss per common share               ($0.05)            ($0.13)
                                        ======             ======

Weighted average number of
  shares outstanding                17,463,300         17,591,601
                                    ==========         ==========
</Table>

            See notes to consolidated condensed financial statements.

<Page>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

       CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

              FOR THE THREE MONTHS ENDED JUNE 30, 2001 (Unaudited)
                      AND FOR THE YEAR ENDED MARCH 31, 2001

<Table>
<Caption>
                                                Common Stock
                                         --------------------------
                                            Number                        Additional                             Total
                                              of                           Paid-in         Accumulated          Capital
                                            Shares          Amount         Capital           Deficit           Deficiency
                                         -----------       --------       -----------      ------------       ------------
<S>                                       <C>              <C>            <C>              <C>                <C>
Balance at 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 three months ended
 June 30,2001 (unaudited)                         --             --                --          (934,392)      ($   934,392)
                                         -----------       --------       -----------      ------------       ------------

Balance at June 30, 2001                  17,463,300         14,546        42,385,993       (58,622,994)       (16,222,455)
                                         ===========       ========       ===========      ============       ============
</Table>

            See notes to consolidated condensed financial statements.

<Page>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<Table>
<S>                                                  <C>               <C>
Cash flows from operating activities:
  Net loss                                             ($934,392)      ($2,279,168)
                                                     -----------       -----------
  Adjustments to reconcile net loss to
      net cash used in operating activities:
    Deferred Rent                                         (1,512)
    Accrued interest on debt                             388,198           283,175
    Depreciation and amortization                         17,828            38,366
    Provision for inventory obsolescence                (200,035)         (209,863)
    Interest on convertible debt                               0         1,000,000
    Provision for doubtful accounts                         (500)          (30,902)
    Increase (decrease) in cash flows as
        a result of changes in assets and
        liabilities and account balances:
      Accounts receivable                                (75,456)         (451,960)
      Inventories                                        (51,046)          455,804
      Prepaid expenses and other current assets           35,039            38,548
      Deposits and other assets                                0            84,620
      Accounts payable                                   774,001           285,342
      Accrued expenses and other liabilities              10,783           (96,044)
                                                     -----------       -----------
  Total adjustments                                      897,300         1,397,086
                                                     -----------       -----------

Net cash used in operating activities                    (37,092)         (882,082)
                                                     -----------       -----------

Cash flows used in investing activities:
  Property assets                                        (40,558)         (168,675)
                                                     -----------       -----------

Cash flows from financing activities:
    Payment of long term debt                             (1,433)
    Proceed from secured note payable                                    1,000,000
    Proceeds from (repayment of) debt                          0                --
                                                     -----------       -----------
Net cash provided by financing activities                 (1,433)        1,000,000
                                                     -----------       -----------

Net decrease in cash                                     (79,083)          (50,757)

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

Cash at end of period                                $    26,799       $    94,082
                                                     ===========       ===========
</Table>

                 See notes to consolidated condensed financial statements.

<Page>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

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

<Table>
<Caption>
                                                                   For the Three
                                                                   Months Ended
                                                                     June 30,
                                                              ------------------------
                                                                2001            2000
                                                              --------      ----------
<S>                                                           <C>           <C>
Supplemental Disclosures of Cash Flow Information:
  Cash payments for:

    Interest expense                                          $  2,891      $       --
                                                              ========      ==========

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

Supplemental Schedules of Non Cash Financing Activities:

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

Interest on convertible debt                                  $     --      $1,000,000
                                                              ========      ==========
</Table>

            See notes to consolidated condensed financial statements.

<Page>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                  AS AT JUNE 30, 2001 AND FOR THE THREE MONTHS
                    ENDED JUNE 30, 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 three months ended June 30, 2001.
      Management on June 1, 1998 placed its contract engineering division of its
      telecommunications segment into voluntary liquidation when management
      caused a filing under Chapter 7 of Title 11 of the United States
      Bankruptcy Code for its wholly-owned subsidiary, e2 Electronics, Inc.
      ("e^2 Electronics"). The Court appointed a trustee who is liquidating the
      assets of e^2 Electronics for the benefit of its creditors.

            The accompanying consolidated financial statements reflect a working
      capital deficiency of $15,219,000 and $16,184,000 at March 31, 2001 and
      June 30, 2001, respectively, of which $1,012,000 is attributable to the
      net obligations of e^2 Electronics. Upon the conclusion of the liquidation
      of e^2 Electronics, the capital deficiency at June 30, 2001, will decrease
      by the forgiveness of the net indebtedness of e^2 Electronics of
      $1,012,000. For the three months ended June 30, 2001, the Company incurred
      losses from operations of $934,000 ($0.05 per share). The Company's
      primary source of cash has been the sale of its securities and loans from
      a related party.

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

            The substantial operating losses of the Company incurred through and
      subsequent to June 30, 2001, and the Company's limited ability to obtain
      financing other than from a stockholder raises substantial doubt
      concerning the ability of the Company to realize its assets and pay its
      obligations as they mature in the ordinary course of business. These
      conditions, among others, raise substantial doubt about the Company's
      ability to continue as a going concern. The accompanying consolidated
      financial statements do not include any adjustments relating to the
      recoverability and classification of asset carrying amounts or the amount
      and classification of liabilities that might result should the Company be
      unable to continue as a going concern.

            The new management team 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.

      Overhead reduction:

<Page>

            Since the new management team came on board, 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 streamlining its product offerings by
      focusing on those items in its product lines that have higher margins and
      have strong market demand. By narrowing its product offerings and
      purchasing more efficiently, the Company is able to reduce its raw
      materials cost component thereby adding to margin improvement. Management
      also intends to overhaul its marketing efforts and restructure its sales
      department to strengthen these strategies.

            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 in 2001.

NOTE 2 - BANKRUPTCY PROCEEDINGS - CHAPTER 7.

            On June 1, 1998, management filed a petition for its wholly owned
      subsidiary, e^2 Electronics, Inc. ("e^2 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"). The Petitioner 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 e^2 Electronics,
      after the filing, are not included in the accompanying consolidated
      financial statements because operations were conducted by the
      Court-appointed Trustee and all of e^2 Electronics' records were
      transferred to the Trustee, and were not available for audit.

            On May 30, 2000, the Bankruptcy Trustee for e^2 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., the Company and DC&A
      Partners, Inc. However, the deadline for the defendants to answer the
      Complaint has been continued generally 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 next status conference with the Bankruptcy Court
      is scheduled to be held on September 10, 2001.

            Several years before e^2 Electronics' Chapter 7 bankruptcy filing in
      June of 1998, e^2 Electronics issued a secured promissory note to Star
      Bank, N.A., an

<Page>

      institutional lender. The note was secured by, inter alia, certain assets
      of e^2 Electronics that have an aggregate historical cost value of
      $915,000. In early 1998, the Star Bank note was approaching maturity. The
      principal and interest due under the note at that time totaled $528,000.
      The Company did not want e^2 Electronics to fully pay and discharge Star
      Bank's secured note because it wanted to maintain the validity of the
      security interest so that other creditors of e^2 Electronics could not
      establish senior liens over the assets. Similarly, the Company did not
      want to purchase the Star Bank 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 that they
      purchase the Star Bank note and security interest over e^2 Electronics'
      assets. Accordingly, the investment bankers, who had a substantial
      investment and interest in the Company, caused DC&A Partners, Ltd., a
      corporation that they controlled, to purchase the Star Bank note and
      related 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 e^2
      Electronics in order to preserve the value of e^2 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 interested 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 forgiveness by the
      Company of certain monies that it had loaned to DC&A.

            The assets and liabilities of e^2 Electronics, Inc. at the date of
      the filing petition is as follows:

<Page>

<Table>
<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>

            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 prepetition liabilities net of the assets at June 30, 2001 , are as
      follows:

<Table>
<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 Elgin Technologies, Inc.'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.

<Page>

NOTE 4 - FINANCING.

      Secured Note Payable:

            In November 1998, the Company entered into a loan with a major
      stockholder. At March 31, 2001 and June 30,2001, $9,225,000 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 $2,570,000 and $2,221,000 is
      outstanding at June 30, 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 $349,000 for the
      three months ended June 30, 2001 and $277,000 for the comparable period in
      fiscal period in fiscal 2000 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 the first $4,225,000 of the
      obligation, $0.20 per share for the next $1,050,000 of the obligation,
      $0.14 per share for $250,000 and $0.10 per share for $3,700,000 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 $1,000,000 for the
      three months ended June 30, 2000 and $0 for the three months ended June
      30,2001.

NOTE 5 - CONTINGENCIES.

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

            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.

NOTE 6 - 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.

<Page>

<Table>
<Caption>
                                                            Power       Total
                                              Lighting     Systems     Company
                                              --------     -------     -------
<S>                                             <C>         <C>           <C>
Three months ending June 30, 2000:
  Net sales                                     $  8        $2,149        $2,157
  Net loss                                       445         1,834        $2,279
  Depreciation                                    --            16        $   16
  Research and development                        62           126        $  188
  Identifiable assets                             60         3,356        $3,416

Three months ending June 30, 2001:
  Net sales                                     $ --        $2,466        $2,466
  Net loss                                       186           748        $  934
  Depreciation                                                  18        $   18
  Research and development                        57            85        $  142
  Identifiable assets                            107         2,235        $2,342
                                                                              --
</Table>

<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.

RESULTS OF OPERATIONS

SALES

      The Company had sales of $2,466,000 and $2,157,000 for the three months
ended June 30,2001 and 2000 respectively. The increase in sales of $309,000
(14.3%) was mainly the result of orders from a major new customer that
represented $1,635,000 in sales during the three months ended June30,2001.
Management believes that sales trends for the Company's telecommunications
products in the future will remain positive as market conditions continue to be
strong. Although the Company has experienced an increase in sales for the
current period over the same period last year, the market for telecommunications
equipment has deteriorated significantly during the same period. This can be
attributed to the general slowdown in the economy and specifically to the
consolidation process taking place in certain segments of the telecommunications
service provider customer base. 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 been
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 this fiscal year, which should
have a positive effect on sales.

COST OF SALES

      The cost of sales for the three months ended June 30,2001 and 2000 were
$2,220,000 and $2,168,000 (representing 90% and 100% of sales respectively). The
slight improvement in the cost of sales can be attributed to positive
contributions from streamlining the Company's product

<Page>

offerings to products with higher margins, which was somewhat offset by the
reduction in equipment sales and increased E&I sales. The low volume levels for
equipment sales that the company has experienced in both fiscal years has
limited the margin contribution to fixed manufacturing costs resulting in
nominal gross margins. Cost of sales consists of the costs for purchasing
components and direct materials, costs for internally manufactured components,
compensation and employee benefits for manufacturing and installation personnel,
and overhead costs for purchasing, manufacturing and installation.

OPERATING EXPENSES

      Operating expenses were down $163,000 (17%) from $942,000 (44% of sales)
in the first quarter 2000 to $779,000 (32% of sales) in 2001. Cost reductions
and lower research and development were the major contributors to this
reduction.

OTHER EXPENSES

      Other expenses decreased $923,000 (70%) from $1,325,000 (61% of sales) to
$402,000 (16% of sales) in the first fiscal quarter of 2000 and 2001,
respectively. The three months ending June 30, 2000 include $1,000,000 of
imputed interest on the beneficial conversion feature of the convertible debt
owed to a major shareholder. The remaining increase in interest from $325,000 to
$402,000 resulted mostly from higher borrowings from the same major shareholder.

SUBSEQUENT EVENTS

      A major stockholder advanced the Company an additional $200,000 in July,
2001 for working capital. As per the facility agreement, the principal
outstanding indebtedness is convertible by the holder into the Company's stock
at $0.12 per share.

                           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-K.

      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

<Page>

      The Company did not file any reports on Form 8-K during the three months
ended June 30, 2001.

<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: August 13, 2001                  /s/ Michael J. Smith
      ---------------                  --------------------
                                       Name:  MICHAEL J. SMITH
                                       Title: EXECUTIVE VICE PRESIDENT AND
                                       CHIEF FINANCIAL OFFICER