<PAGE>

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

                                  FORM 10-QSB/A


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

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

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



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


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


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


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

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

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

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

                      Applicable Only to Corporate Issuers

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

Voting Common Stock, $.000833 par value per share - 17,591,601 shares as of
June 30, 2000.

<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                                  June 30, 2000





I N D E X



PART I FINANCIAL INFORMATION


ITEM I FINANCIAL STATEMENTS (Unaudited):


     Consolidated Balance Sheets as at June 30, 2000 (Unaudited)
      and March 31, 2000

     Consolidated Statements of Operations
      For the Three Months Ended June 30, 2000 and 1999 (Unaudited)

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

     Consolidated Statements of Cash Flows
      For the Three Months Ended June 30, 2000 and 1999 (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

                                       2
<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (Formerly Cross Atlantic Capital, Inc.)

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)

                                   A S S E T S


<TABLE>
<CAPTION>

                                                                      June 30,        March 31,
                                                                        2000            2000
                                                                    ------------    -----------
                                                                     (Unaudited)
<S>                                                                 <C>             <C>
Currents assets:
  Cash                                                              $     94,082    $    144,839
  Accounts receivable, less allowances for
    doubtful accounts and customer deductions                          1,677,178       1,194,315
  Inventories, at cost, less allowances for
    obsolescence, excess of quantities and valuation                   1,357,450       1,603,391
  Prepaid expenses and other current assets                               39,199          77,747
                                                                    ------------    ------------
        Total current assets                                           3,167,909       3,020,292
                                                                    ------------    ------------

Property assets, net of accumulated depreciation                         206,399          53,818
                                                                    ------------    ------------

Other assets:
  Deferred financing costs, net                                           37,123          59,395
  Deposits and other assets                                                4,088          88,708
                                                                    ------------    ------------
        Total other assets                                                41,211         148,103
                                                                    ------------    ------------

                                                                    $  3,415,519    $ 3,222,213
                                                                    ============    ===========

<CAPTION>

                       LIABILITIES AND CAPITAL DEFICIENCY

<S>                                                                 <C>             <C>
Current liabilities:
  Affiliate's Secured Note Payable                                  $  7,725,000    $  6,725,000
  Current maturities of long-term debt                                 2,206,663       2,206,663
  Due to affiliates                                                    1,424,448       1,141,273
  Accounts payable                                                     1,834,961       1,549,619
  Pre-petition liabilities                                             1,012,000       1,012,000
  Accrued expenses and other current liabilities                       1,561,764       1,657,807
                                                                    ------------    ------------
        Total current liabilities                                     15,764,836      14,292,362
                                                                    ------------    ------------

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

Capital deficiency:
  Common stock, $.000833 par value
    Authorized - 60,000,000 shares
    Issued - 17,591,601 shares at June 30, 2000
    Issued - 17,591,601 at March 31, 2000                                 14,653          14,653
  Additional paid-in capital                                          41,035,886      40,035,886
  Accumulated deficit                                                (53,399,856)    (51,120,688)
                                                                    ------------    ------------
        Total capital deficiency                                     (12,349,317)    (11,070,149)
                                                                    ------------    ------------

                                                                    $  3,415,519    $  3,222,213
                                                                    ============    ============
</TABLE>


           See notes to consolidated condensed financial statements.

                                       3

<PAGE>

                         ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (Formerly Cross Atlantic Capital, Inc.)

                      CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                        (Unaudited)

<TABLE>
<CAPTION>

                                       For the Three
                                        Months Ended
                                           June 30,
                               -----------------------------
                                    2000          1999
                               ------------    -------------

<S>                            <C>             <C>
Net sales                      $  2,156,589    $  1,618,201
Cost of sales                     2,168,087       1,693,147
                               ------------    ------------
Gross margin                        (11,498)        (74,946)
                               ------------    ------------

Operating expenses:
  Selling                           158,723         200,330
  Research and development          187,725         264,864
  General and administrative        574,456         622,166
                               ------------    ------------
Total operating expenses            920,904       1,087,360
                               ------------    ------------

Loss from operations               (932,402)     (1,162,306)
                               ------------    ------------

Other expenses:
  Interest                        1,325,314         203,874
  Other expenses                     21,452          14,110
                               ------------    ------------
Total other expenses                346,766         217,984
                               ------------    ------------

Net loss                       ($ 2,279,168)   ($ 1,380,290)
                               ============    ============


Net loss per common share            ($0.13)         ($0.08)
                               ============    ============

Weighted average number of
  shares outstanding             17,591,601      16,473,051
                               ============    ============
</TABLE>




            See notes to consolidated condensed financial statements.

                                       4

<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (Formerly Cross Atlantic Capital, Inc.)

       CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

              FOR THE THREE MONTHS ENDED JUNE 30, 2000 (Unaudited)
                      AND FOR THE YEAR ENDED MARCH 31, 2000


<TABLE>
<CAPTION>

                                                  Common Stock        Additional                          Total
                                          Number of                     Paid-In       Accumulated        Capital
                                           Shares           Amount      Capital         Deficit         Deficiency
                                         ----------   ------------   ------------    ------------      ------------


<S>                                      <C>          <C>            <C>             <C>             <C>
Balance at March 31, 1999                16,473,051   $     13,722   $ 39,230,617    ($46,044,094)   ($   6,799,755)

Conversion of warrants into stock         1,117,000            930           (930)             --                --

Conversion of debt into common stock          1,550              1          6,199              --             6,200

Interest on convertible debt                   --             --          800,000              --           800,000

Net loss for the year                          --             --             --        (5,076,594)       (5,076,594)
                                         ----------   ------------   ------------    ------------      ------------

Balance at March 31, 2000                17,591,601         14,653     40,035,886     (51,120,688)      (11,070,149)

Interest on convertible debt                   --             --        1,000,000              --         1,000,000

Net loss for the three months
  ended June 30, 2000 (Unaudited)              --             --             --        (2,279,168)       (2,279,168)
                                         ----------   ------------   ------------    ------------      ------------

Balance at June 30, 2000                 17,591,601   $     14,653   $ 41,035,886    ($53,399,856)     ($12,349,317)
                                         ==========   ============   ============    ============      ============
</TABLE>


            See notes to consolidated condensed financial statements.

                                       5

<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (Formerly Cross Atlantic Capital, Inc.)

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                     June 30,
                                                           --------------------------
                                                               2000          1999
                                                           -----------    -----------
<S>                                                        <C>            <C>
Cash flows from operating activities:
  Net loss                                                 ($2,279,168)   ($1,380,290)
                                                           -----------    -----------
  Adjustments to reconcile net loss to
      net cash used in operating activities:
    Accrued interest on Affiliate's Secured Note Payable       283,175        146,974
    Depreciation and amortization                               38,366         53,858
    Provision for inventory obsolescence                      (209,863)    (2,051,218)
    Interest on Convertible debt                             1,000,000           --
    Provision for doubtful accounts                            (30,902)          --
    Changes in assets and liabilities:
      Accounts receivable                                     (451,960)       106,192
      Inventories                                              455,804      1,865,617
      Prepaid expenses and other current assets                 38,548         20,225
      Deposits and other assets                                 84,620          3,250
      Accounts payable                                         285,342        195,822
      Accrued expenses and other liabilities                   (96,044)      (200,938)
                                                           -----------    -----------
  Total adjustments                                          1,397,086        139,782
                                                           -----------    -----------

Net cash used in operating activities                         (882,082)    (1,240,508)
                                                           -----------    -----------

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

Cash flows from financing activities:
    Proceeds from (repayment of)
         Affiliate's Secured Note Payable                    1,000,000        (20,000)
    Proceeds from (repayment of) debt                             --           (6,214)
                                                           -----------    -----------
Net cash provided by (used in) financing activities          1,000,000        (26,214)
                                                           -----------    -----------

Net decrease in cash                                           (50,757)    (1,266,722)

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

Cash at end of period                                      $    94,082    $   317,758
                                                           ===========    ===========
</TABLE>


                 See notes to consolidated condensed financial statements.


                                       6

<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (Formerly Cross Atlantic Capital, Inc.)

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


<TABLE>
<CAPTION>
                                                                 For the Three
                                                                  Months Ended
                                                                     June 30,
                                                           ---------------------------
                                                               2000           1999
                                                           -----------    ------------
<S>                                                        <C>            <C>
Supplemental Disclosures of Cash Flow Information:
  Cash payments for:

    Interest expense                                       $        --    $        --
                                                           ===========    ===========

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

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

Common stock issuances for:

  Litigation settlement                                    $        --    $        --
                                                           ===========    ===========


  Interest on Convertible debt                             $ 1,000,000    $        --
                                                           ===========    ===========
  Services rendered                                        $        --    $        --
                                                           ===========    ===========
</TABLE>


            See notes to consolidated condensed financial statements.

                                       7

<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES
                     (Formerly Cross Atlantic Capital, Inc.)

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                  AS AT JUNE 30, 2000 AND FOR THE THREE MONTHS
                    ENDED JUNE 30, 2000 AND 1999 (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, 2000 and three months ended June 30, 2000.
          Management on June 1, 1998 placed its contract engineering
          division of its telecommunications segment into voluntary
          liquidation when management caused a filing under Chapter 7 of
          Title 11 of the United States Bankruptcy Code for its
          wholly-owned subsidiary, e2 Electronics, Inc. ("Petitioner"). The
          Court appointed a trustee who is liquidating the assets of
          Petitioner for the benefit of its creditors.

               The accompanying consolidated financial statements reflect a
          working capital deficiency of $11,272,000 and $12,597,000 at March
          31, 2000 and June 30, 2000, respectively, of which $1,012,000 is
          attributable to the net obligations of the Petitioner. Upon the
          conclusion of the liquidation of the Petitioner, the capital
          deficiency at June 30, 2000, will decrease by the forgiveness of
          the net indebtedness of the Petitioner of $1,012,000. For the
          three months ended June 30, 2000, the Company incurred losses from
          operations of $2,279,000 ($0.13 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, 2000, 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.

                                       8

<PAGE>

NOTE 1 -  REALIZATION OF ASSETS - GOING CONCERN.  (Continued)

               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:

               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, 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"). The Petitioner sought to have the
          court liquidate its assets and disburse the proceeds therefrom to its
          creditors for which the Court appointed Trustee. The results of
          operations of e2 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 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.,
          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 e2 Electronics' Chapter 7 bankruptcy
          filing in June of 1998, e2 Electronics issued a secured promissory
          note to Star Bank, N.A., an institutional lender. The note was
          secured by, inter alia, certain assets of e2 Electronics 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 e2 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 e2 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 e2 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 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 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 e2 Electronics, Inc. at the date
          of the filing petition is as follows:




<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,
          2000 and March 31, 2000, 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>



                                       9

<PAGE>

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, 2000 for a summary of significant accounting policies. Interim
          period amounts are not necessarily indicative of the results of
          operations for the full fiscal year.


NOTE  4 - FINANCING.

          Secured Note Paybale:

               In November 1998, the Company entered into a revolving loan with
          a major  stockholder. At March 31, 2000, $6,725,000 was outstanding
          under this facility.  Through June 30, 2000, the stockholder advanced
          an additional $1,000,000 under the facility, which had a total
          outstanding principal balance of $7,725,000 as at June 30, 2000. 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 $1,253,000 and $973,000 is outstanding at June 30, 2000
          and March 31, 2000, respectively, which is included in amounts due to
          affiliates in the accompanying financial statements. Interest charged
          to operations was $277,000 for the three months ended June 30, 2000
          and $179,000 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, and $0.10
          per share for the amounts in excess of $5,275,000.

               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.

               The convertibility of that portion of the convertible debt which
          could result in the issuance of shares of common stock that would
          exceed the number of shares authorized pursuant to the Company's
          Certificate of Amendment, is subject to and conditioned upon the
          amendment of the Certificate of Incorporation to authorize the
          issuance of such shares of common stock.

NOTE  5 - CONTINGENCIES.

               The Company is subject to various legal proceedings and claims
          that are discussed in the Company's 1999 Form 10-K. In addition,
          Plaintiffs Lewis W. Kuniegel and Judith A. Kuniegel (collectively,
          the "Kuniegels") filed a Complaint dated March 6, 2000 against the
          Company in the Cumberland Court Superior Court (Portland, Maine)
          (LEWIS W. KUNIEGEL, et al. v. ELGIN TECHNOLOGIES, INC., Civil
          Action Docket No. CV-00-162). On April 6, 2000, the Company removed
          the Superior Court Action to the United States District Court for
          the District of Maine (LEWIS W. KUNIEGEL, et al. v. ELGIN
          TECHNOLOGIES, INC., Civil No. CV-98-P-C). On or about April 21,
          2000, the Kuniegels filed a first amended complaint in the District
          Court action. Pursuant to the first amended complaint, Warren Power
          Systems, Inc. was added as a defendant to the District Court
          action. The Kuniegels allege that (i) the Company made intentional
          and/or negligent misrepresentations to the Kuniegels in connection
          with the merger of their company, Communication Service Company
          ("CSC"), into [the Company] and (ii) wrongfully terminated Lewis
          Kuniegel's employment agreement with the Company. The Kuniegels
          allege damages "in an amount not yet determined but believed to be
          a t least $1,000,000." The Company denied the allegations and
          asserted a counterclaim against the Kuniegels for breach of the
          merger agreement, breach of an employment agreement, fraud,
          negligent misrepresentation, and punitive damages in connection
          with the merger.

               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.

<TABLE>


                                                                          Power       Total
                                                            Lighting     Systems     Company
                                                           ----------   ---------    -------

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

          Three months ending June 30, 1999:
            Net sales                                          $  7       $1,612      $1,619
            Net loss                                            414          966       1,380
            Depreciation                                         -            32          32
            Research and development                            125          140         265
            Identifiable assets                                  44        3,178       3,222

          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

</TABLE>



                                       10
<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 $2,157,000 and $1,618,000 for the three months
ended June 30,2000 and 1999 respectively. The increase in sales of $539,000
(33%) was mainly the result of a large order from a new customer. Management
believes that sales trends for the Company's telecommunications products in the
future will remain positive as market conditions continue to be strong. 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 30,2000 and 1999 were
$2,168,000 and $1,693,000 (representing 100% and 105% of sales respectively).
The low volume levels 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 personnel, and overhead
costs for purchasing and manufacturing.

OPERATING EXPENSES

      Operating expenses were down $166,000 (15%) from $1,087,000 (67% of sales)

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in the first quarter 1999 to $921,000 (43% of sales) in 2000. Cost reductions
and lower research and development were the major contributors to this
reduction.


OTHER EXPENSES

      Other expenses increased $129,000 (60%) from $218,000 (13% of sales) to
$347,000 (16% of sales) in fiscal 1999 and 2000, respectively. Of which interest
expense increased by $122,000. Increased borrowings from an affiliate
represented $98,000 of the interest increase.


SUBSEQUENT EVENTS

      A major stockholder advanced the Company an additional $500,000 in July
2000 for working capital. As per the facility agreement, the principal
outstanding indebtedness is convertible by the holder into the Company's stock
at $0.10 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 1999 Form 10-K. In addition, Plaintiffs Lewis W.
Kuniegel and Judith A. Kuniegel (collectively, the "Kuniegels") filed a
Complaint dated March 6, 2000 against the Company in the Cumberland Court
Superior Court (Portland, Maine) (LEWIS W. KUNIEGEL, et al. v. ELGIN
TECHNOLOGIES, INC., Civil Action Docket No. CV-00-162). On April 6, 2000, the
Company removed the Superior Court Action to the United States District Court
for the District of Maine (LEWIS W. KUNIEGEL, et al. v. ELGIN TECHNOLOGIES,
INC., Civil No. CV-98-P-C). On or about April 21, 2000, the Kuniegels filed a
first amended complaint in the District Court action. Pursuant to the first
amended complaint, Warren Power Systems, Inc. was added as a defendant to the
District Court action. The Kuniegels allege that (i) the Company made
intentional and/or negligent misrepresentations to the Kuniegels in connection
with the merger of their company, Communication Service Company ("CSC"), into
[the Company] and (ii) wrongfully terminated Lewis Kuniegel's employment
agreement with the Company. The Kuniegels allege damages "in an amount not yet
determined but believed to be a t least $1,000,000." The Company denied the
allegations and asserted a counterclaim against the Kuniegels for breach of the
merger agreement, breach of an employment agreement, fraud, negligent
misrepresentation, and punitive damages in connection with the merger.

      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)

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Item 4.  Submission of Matters to a Vote of Security Holders
         (Not applicable)

Item 5.  Other information

      In July 2000 the Company's subsidiary, Logic Laboratories Inc.,
terminated for cause the employment agreement of Robert Smallwood.  Mr.
Smallwood served as Vice President of Logic Laboratories, Inc. under the
above employment agreement since December 1, 1997.

      On April 7, 2000 for value received, the Company executed a Third
Amendment to the Secured Note Payable (the "Note") in favor of
Horace T. Ardinger, Jr. The amendment increased the principal due on the Note
by $500,000. The additional principal is convertible into common stock of the
Company at conversion rates set to reflect the market price of the stock as
of the close of business on April 7, 2000.

      On May 22, 2000 the Company executed a Fourth Amendment to the Note in
favor of Horace T. Ardinger, Jr. The amendment increased the principal due on
the Note by $500,000. The additional principal is convertible into common stock
of the Company at conversion rates set to reflect the market price of the stock
as of the close of business on May 22, 2000.


Item 6.  Exhibits and Reports on Form 8-K

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


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: July 3, 2001                         /s/ Michael J. Smith
      -----------------             ------------------------------------
                                    Name:  MICHAEL J. SMITH
                                    Title: EXECUTIVE VICE PRESIDENT AND
                                           CHIEF FINANCIAL OFFICER


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