<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 December 31, 2000

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

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




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


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


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


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

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



<PAGE>



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

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





                      Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practical date: As of December 31, 2000,
17,591,601 shares Common Stock, $.000833 par value per share, were outstanding.




                                       2
<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                                December 31, 2000



I N D E X


PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (Unaudited):

     Condensed Consolidated Balance Sheets as at December 31, 2000
      (Unaudited) and March 31, 2000 ...................................     4

     Condensed Consolidated Statements of Operations
      For the Three Months Ended December 31, 2000 and 1999
      and for the Nine months ended December 31, 2000 and
      1999 (Unaudited) .................................................     5

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

     Condensed Consolidated Statements of Cash Flows
      For the Nine Months Ended December 31, 2000 and 1999 (Unaudited)..     7

     Notes to Condensed Consolidated Financial Statements ..............    9-14

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations..........................................     15


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings .............................................     19

Item 2.  Changes in Securities..........................................     19

Item 3.  Defaults upon Senior Securities................................     19

Item 4.  Submission of Matters to a Vote of Security Holders............     19

Item 5.  Other Information..............................................     19

Item 6.  Exhibits and Reports on Form 8-K...............................     19

 Signatures.............................................................     20




                                       3
<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>

                                                                                               December 31,        March 31,
                                                                                                   2000              2000
                                                                                               ------------      ------------
<S>                                                                                            <C>               <C>
Current assets:
     Cash                                                                                      $    160,412      $    144,839
     Accounts receivable, less allowance for
       doubtful accounts and customer deductions                                                    994,221         1,194,315
     Inventories, at cost, less allowance for
       obsolescence, excess quantities and valuation (Note 4)                                     1,160,680         1,603,391
     Prepaid expenses and other current assets                                                       81,942            77,747
                                                                                               ------------      ------------
           Total current assets                                                                   2,397,255         3,020,292
                                                                                               ------------      ------------

Property assets-at cost, net of accumulated depreciation (Note 5)                                   193,158            53,818
                                                                                               ------------      ------------

Other assets:
     Deferred financing costs, net of accumulated amortization                                           --            59,395
     Deposits and other assets                                                                        4,088            88,708
                                                                                               ------------      ------------
           Total other assets                                                                         4,088           148,103
                                                                                               ------------      ------------

                                                                                               $  2,594,501      $  3,222,213
                                                                                               ============      ============

                                        LIABILITIES AND CAPITAL DEFICIENCY

Current liabilities:
     Affiliate's secured notes payable (Note 6)                                                $  8,975,000      $  6,725,000
     Current maturities of long-term debt (Note 7)                                                1,943,025         2,206,663
     Due to affiliates                                                                            1,996,225         1,141,273
     Accounts payable                                                                               795,155         1,549,619
     Pre-petition liabilities                                                                     1,012,000         1,012,000
     Accrued expenses and other current liabilities                                               1,769,762         1,657,807
                                                                                               ------------      ------------
           Total current liabilities                                                             16,491,167        14,292,362
                                                                                               ------------      ------------

Long-term debt                                                                                    1,943,025         2,206,663
Less:  Current maturities                                                                         1,943,025         2,206,663
                                                                                               ------------      ------------
           Total long-term debt                                                                          --                --
                                                                                               ------------      ------------

Stockholders' Capital deficiency:
     Comon stock, $.000833 par value
         Authorized - 60,000,000 shares
         Issued and Outstanding - 17,591,601 shares
              at December 31, 2000 and March 31, 2000                                                14,653            14,653
Additional paid-in capital                                                                       42,285,886        40,035,886
Accumulated deficit                                                                             (56,197,205)      (51,120,688)
                                                                                               ------------      ------------
           Total Stockholders' Capital deficiency                                               (13,896,666)      (11,070,149)
                                                                                               ------------      ------------

                                                                                               $  2,594,501      $  3,222,213
                                                                                               ============      ============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>


                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                       For the Three Months Ended             For the Nine Months Ended
                                                             December 31,                           December 31,
                                                       --------------------------             -------------------------
                                                            2000           1999                   2000           1999
                                                            ----           ----                   ----           ----
<S>                                                     <C>             <C>                   <C>             <C>
Net sales                                               $  1,709,435    $  2,290,263          $  5,335,706    $  5,427,379
Cost of sales                                              1,252,444       2,386,855             4,570,591       5,811,131
                                                        ------------    ------------          ------------    ------------
Gross margin (loss)                                          456,991         (96,592)              765,115        (383,752)
                                                        ------------    ------------          ------------    ------------

Operating expenses:
  Selling                                                    122,843         148,183               448,993         501,678
  Research and development                                   130,500         160,005               471,985         623,749
  General and administrative                                 493,144         413,018             1,561,396       1,533,337
                                                        ------------    ------------          ------------    ------------
  Amortization of intangibles
     and financing costs                                      14,851          27,275                59,395          66,819
  Abandonment of property assets                                --            94,121                  --            94,121
                                                        ------------    ------------          ------------    ------------
Total operating expenses                                     761,338         842,602             2,541,769       2,819,704
                                                        ------------    ------------          ------------    ------------

Loss from operations                                        (304,347)       (939,194)           (1,776,654)     (3,203,456)
                                                        ------------    ------------          ------------    ------------

Other expenses- interest                                   1,121,453         202,763             3,299,863         694,146
                                                        ------------    ------------          ------------    ------------

Net loss                                                ($ 1,425,800)   ($ 1,141,957)         ($ 5,076,517)   ($ 3,897,602)
                                                        ============    ============          ============    ============

Net loss per common share                               ($      0.08)   ($     0.06)          ($      0.29)   ($      0.23)
                                                          ==========      ==========            ==========      ==========

Weighted average number of
  shares outstanding                                      17,591,601      17,581,600            17,591,601      17,071,470
                                                          ==========      ==========            ==========      ==========

</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>

<TABLE>
<CAPTION>

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

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

<S>                                      <C>           <C>              <C>               <C>               <C>
Balance at April 1, 1998                  3,880,333     $      3,233     $ 21,188,374      ($30,495,744)     ($ 9,304,137)
Purchase of redeemable common
  stock for cash and issuance
  of cashless warrants for debt                  --               --          268,376                --           268,376
Net proceeds from sale of
  securities                              2,163,334            1,802        5,966,381                --         5,968,183
Common stock issued in merger             3,250,000            2,707               --                --             2,707
Common stock issued in partial
  payment of acquisition
  of subsidiary                             100,000               83          299,917                --           300,000
Common stock issued in
  settlement of litigation                   16,800               14           50,386                --            50,400
Common stock issued as
  employee compensation                      97,200               81          291,519                --           291,600
Debt converted into common
  stock and warrants                        105,950               88          625,924                --           626,012
Conversion of warrants into
  common stock                            6,859,434            5,714           (5,714)               --                --
Interest on convertible debt                     --               -        10,545,454                --        10,545,454
Net loss for the year                            --               --               --       (15,598,350)      (15,598,350)
                                       ------------     ------------     ------------      ------------      ------------
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                     --               --        2,250,000                --         2,250,000
Net loss for the nine months ended
   December 31,2000(unaudited)                   --               --               --        (5,076,517)       (5,076,517)
                                       ------------     ------------     ------------      ------------      ------------
Balance at December 31, 2000             17,591,601     $     14,653     $ 42,285,886      ($56,197,205)     ($13,896,666)
                                       ============     ============     ============      ============      ============
</TABLE>






            See Notes to Condensed Consolidated Financial Statements.


                                       6
<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                               For the Nine Months Ended
                                                     December 31,
                                             ----------------------------
                                                2000             1999
                                             -----------      -----------
<S>                                          <C>              <C>
Cash flows from operating activities:
  Net loss                                   ($5,076,517)     ($3,897,502)
                                             -----------      -----------
  Adjustments to reconcile net loss to
      cash used in operating activities:
    Accrued interest on affiliated debt          854,952          552,647
    Depreciation and amortization                 96,379          129,723
    Abandonment of property assets                94,121
    Provision for inventory obsolescence        (282,663)      (2,310,709)
    Interest on convertible debt               2,250,000               --
    Provision for doubtful accounts                7,770
    Changes in assets and liabilities:
      Accounts receivable                        192,324          153,067
      Inventories                                725,373        2,404,836
      Prepaid expenses and
        other current assets                      (4,195)        (139,233)
      Deposits and other assets                   84,620              360
      Accounts payable                          (754,464)         167,255
      Accrued expenses and other
        current liabilities                      111,956          101,652
                                             -----------      -----------
  Total adjustments                            3,282,052        1,153,719
                                             -----------      -----------

Net cash used in
  operating activities                        (1,794,465)      (2,743,783)
                                             -----------      -----------

Cash flows used in investing activities:
     Purchases of Property assets               (176,324)              --

Cash flows from financing activities:
     Proceeds from Affiliates
         Secured Note Payable                  2,250,000        1,660,000
     Repayment of debt                          (263,638)        (250,000)
                                             -----------      -----------
Net cash provided by
  financing activities                         1,986,362        1,410,000
                                             -----------      -----------

Net increase (decrease) in cash                   15,573       (1,333,783)

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

Cash at end of period                        $   160,412      $   250,697
                                             ===========      ===========
</TABLE>






            See Notes to Condensed Consolidated Financial Statements.


                                        7
<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES


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


<TABLE>
<CAPTION>

                                      For the Three Months Ended        For the Nine Months Ended
                                            December 31,                       December 31,
                                      --------------------------        -------------------------
                                        2000             1999             2000             1999
                                      -------        -----------        -------          --------
<S>                                   <C>            <C>                <C>              <C>
Supplemental Disclosures of
  Cash Flow Information:
  Cash payments made for:

    Interest                          $  6,956       $        --        $    6,956       $ 36,165
                                      ========       ===========        ==========       ========

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


Supplemental Schedule of
    Non-Cash Financing and
    Investing Activities:

  Conversion of debt to equity        $    --        $   106,263        $    --          $206,263
                                      ========       ===========        ==========       ========

  Interest on convertible debt        $750,000       $        --        $2,250,000       $     --
                                      ========       ===========        ==========       ========
</TABLE>










            See Notes to Condensed Consolidated Financial Statements.

                                        8
<PAGE>

                    ELGIN TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          December 31, 2000 (Unaudited)

NOTE 1 -   REALIZATION OF ASSETS - GOING CONCERN

                  The accompanying consolidated financial statements have been
           prepared in conformity with generally accepted accounting principles,
           which contemplate continuation of the Company as a going concern. The
           Company has incurred substantial operating losses in each of its
           segments for the year ended March 31, 2000 and for the nine months
           ended December 31, 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. ("EEI"). The Court appointed a
           trustee who is liquidating the assets of EEI for the benefit of its
           creditors.

                  The accompanying consolidated financial statements reflect
           working capital deficiencies of $11,272,070 and $14,093,912 at March
           31, 2000 and December 31, 2000, respectively, of which $1,012,000 is
           attributable to the net obligations of EEI. Upon the conclusion of
           the liquidation of EEI, the capital deficiency at December 31, 2000
           will decrease by the forgiveness of the net indebtedness of EEI of
           $1,012,000. For the nine months ended December 31, 2000, the Company
           incurred losses of $2,826,517 or $.16 per share. The Company's
           primary source of cash has been the sale of its securities and loans
           from a related party/stockholder.

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

                  The substantial operating losses of the Company incurred
           through and subsequent to December 31, 2000 and the Company's limited
           ability to obtain additional financing other than from a related
           party/stockholder raises substantial doubt concerning the ability of
           the Company to realize its assets and pay its obligations as they
           mature in the ordinary course of business. These conditions, among
           others, raise substantial doubt about the Company's ability to
           continue as a going concern. The accompanying consolidated financial
           statements do not include any adjustments relating to the
           recoverability and classification of asset carrying amounts or the
           amount and classification of liabilities that might result should the
           Company be unable to continue as a going concern.



                                       9
<PAGE>

NOTE 2 -   BANKRUPTCY PROCEEDINGS - CHAPTER 7

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

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


NOTE 3 -   ACCOUNTING POLICIES

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

NOTE 4 -   INVENTORIES.

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

<TABLE>
<CAPTION>

                              December 31,2000    March 31,2000
                              ----------------    -------------

<S>                               <C>               <C>
Raw materials                     $2,268,000        $2,290,000
Work-in-process                       96,000           740,000
Finished goods                       494,000           553,000
                                  ----------        ----------
                                   2,858,000         3,583,000
Allowance for obsolescence
  and disposal                     1,697,000         1,980,000
                                  ----------        ----------

                                  $1,161,000        $1,603,000
                                  ==========        ==========
</TABLE>


                  Management estimates that the remaining $1,697,000 allowance
           for obsolescence at December 31, 2000 is sufficient for the
           continuing operating segments to


                                       10
<PAGE>

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


NOTE 5 -   PROPERTY ASSETS.

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

<TABLE>
<CAPTION>

                                              December 31, 2000   March 31, 2000
                                              -----------------   --------------

<S>                                                 <C>             <C>
           Machinery and equipment                  $ 62,400        $ 59,000
           Furniture and fixtures                    120,300         101,300
           Leasehold improvements                    106,500         157,000
                                                    --------        --------
                                                     289,200         317,300
             Less:  Accumulated depreciation          96,000         263,500
                                                    --------        --------

                                                    $193,200        $ 53,800
                                                    ========        ========
</TABLE>


                  Depreciation charged to operations in the three and nine
           months ended December 31, 2000 was $11,400 and $37,000 ,
           respectively.


NOTE 6 -   LOAN PAYABLE TO RELATED PARTY

           Affiliate's Secured Note Payable:

                  In November 1998, the Company entered into a secured note
           agreement with a major stockholder. At March 31, 2000, $6,725,000 was
           outstanding under this facility. During the nine months ended
           December 31, 2000, the stockholder advanced an additional $2,250,000
           under the facility, which had a total outstanding principal balance
           of $8,975,000 as at December 31, 2000. Since the Company has not made
           the required monthly stated interest payments, accruing at 10% per
           annum, pursuant to the terms of the agreement, the holder of the note
           is entitled to raise the interest rate to 15% per annum. Accrued
           interest of $1,890,000 and $977,000 is outstanding at December 31,
           2000 and March 31, 2000, respectively, which is included in amounts
           due to affiliates in the accompanying financial statements. Interest
           charged to operations was $914,000 for the nine months ended December
           31, 2000 and $547,000 for the comparable period in 1999 at a weighted
           average interest rate of 15%. The outstanding principal and accrued
           interest thereon are collateralized by all of the Company's assets.
           Additionally, at the holder's option, the principal outstanding
           indebtedness is convertible into the Company's common stock at $0.55
           per share for the first $4,225,000 of the obligation, $0.20 per share
           for the next $1,050,000 of the obligation, and $0.10 per share for
           the amounts in excess of $5,275,000. The convertibility of that
           portion of the convertible debt, which could result in the issuance
           of shares of common stock that would exceed the number of shares then
           authorized pursuant to the Company's Certificate of Incorporation, is
           subject to and


                                       11
<PAGE>

           conditioned upon the amendment of the Certificate of Incorporation to
           authorize the issuance of such shares of common stock. The
           stockholders of the Company approved the amendment on January 29,
           2001 and the Company is currently in the process of filing the
           Certificate of Amendment with the office of the Delaware Secretary of
           State.

           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.


NOTE 7 -   LONG TERM DEBT

           Long Term Debt consists of the following:




                                       12
<PAGE>

<TABLE>
<CAPTION>

                                                    December 31, 2000    March 31, 2000
                                                    -----------------    --------------
<S>                                                    <C>               <C>
Acquisition note payable in annual indebtedness
  of $250,000 plus interest at 10%                             --        $  250,000

Commonwealth of Pennsylvania
    Department of Commerce Bonds (a):
          Machinery and equipment                      $  345,000           359,000
          Capital loan fund                                29,000            29,000

Subordinated notes (b)                                  1,013,000           919,000

Convertible subordinated notes                            256,000           256,000

Other notes payable                                       300,000           394,000
                                                       ----------        ----------

                                                       $1,943,000        $2,207,000

Portion currently payable                              $1,943,000        $2,207,000
                                                       ==========        ==========
</TABLE>


           a) The Company amended and restated its two (2) notes with the
           Commonwealth of Pennsylvania. Both notes carry a 5% per annum
           interest rate with fixed monthly payments beginning December 1, 2000
           and ending September 1, 2004.


                                       13
<PAGE>

           b) As of December 31, 2000 the Company had certain convertible
           subordinated notes (the "Subordinated Notes") bearing 10% interest
           which were payable on January 2, 2001. The Company's Board of
           Directors authorized the extension of the maturity date of the
           Subordinated Notes to January 2, 2002. Other terms of the
           Subordinated Notes have not been changed. In consideration for
           accepting the maturity extension, the board authorized issuing to
           each Subordinated Note holder warrants to purchase common stock equal
           to 10% of the amount due on their Subordinated Note divided by the
           exercise price. The exercise price was set at a 20% premium to the
           closing price on December 29, 2000 (equivalent to $.288). This
           resulted in the issuance of 25,313 additional warrants.

NOTE 8 -   CONTINGENCIES

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

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


                                       14
<PAGE>

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

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 $1,709,435 for the quarter ending December 31,
2000 versus $2,290,263 for the quarter ending December 31, 1999, a decline of
25%. Management believes the decline to be temporary and attributes it to a
complete restructuring of the sales force (including the hiring of a new sales
manager) and a temporary softness in the telecommunications sector due to
economic and budgetary concerns. Management believes that it has taken steps
necessary to improve its direct and indirect sales channels and is cautiously
optimistic on improved sector confidence in 2001. For the nine month period
ending December 31, 2000, sales decreased 2% to $5,335,706 from $5,427,379 for
the same period a year ago.

COST OF SALES

      Based on a percentage of sales for the quarter ending December 31, 2000
versus the same period a year ago, cost of sales was reduced to 73% from 104%,
an improvement of 31%. For the nine month period ending December 31, 2000 versus
the same period a year ago, cost of sales was reduced to 86% from 107%, an
improvement of 21%. This improvement is a result of Management's efforts to
change the Company's product line and sales mix to focus on higher margin
products. In addition, by narrowing the product mix, the Company has been able
to improve raw materials pricing and terms, thereby increasing margins.

OPERATING EXPENSES

      For the quarter ending December 31, 2000 versus the same period a year
ago, operating expenses increased $25,281 or 4%. The majority of the increase
resulted from a litigation settlement and associated legal fees. Operating
expenses for the nine month period ending


                                       15
<PAGE>

December 31, 2000 versus the same period a year ago, improved by $176,390 or 7%
reflecting the benefits of cost reduction programs.

OTHER EXPENSES

      Other expenses increased for the quarter ending December 31, 2000 versus
the same period a year ago by $62,145 or 19%. For the nine months ending
December 31, 2000 versus the same period a year ago, other expenses increased
$254,172 or 30%. The increases in both periods is due to increased interest due
to borrowings from an affiliate. (See Note 6)


FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

OPERATING LOSSES, CASH FLOW SHORTAGES AND GOING CONCERN

      The Company has limited access to available working capital as noted in
the "Need for Additional Financing" section on page 15. There exists a
substantial risk that the Company will be required to curtail its current
business operations.

      Since the Company's wholly-owned subsidiary, e2 Electronics, Inc. ("EEI")
commenced operations in 1994, the Company and its subsidiaries, have produced
losses in each year and had an accumulated deficit of $42,601,751 through and as
at December 31, 2000. For the three months ended December 31, 2000 the Company
posted a loss of $675,800 on revenues of $1,709,435. The major contributors to
the accumulated losses were: lack of significant increase in sales revenues,
continued expenditures on research and development efforts for the Master
Lite(TM) system to market, and capital constraints which affect the Company's
efforts to rebuild its telecom power and conversion business.

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

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

      The substantial operating losses of the Company's operating segments
incurred through and subsequent to December 31, 2000, and the Company's limited
ability to obtain financing other than from one major investor raises
substantial doubt concerning the ability of the Company to realize its assets
and pay its obligations as they mature in the ordinary course of business. These
conditions, among others, raise substantial doubt among the Company's
independent auditors about the Company's ability to continue as a going concern.
The accompanying


                                       16
<PAGE>

consolidated financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern. At present, the Company's sole source of financing
is from one major investor. Management cautions that there can be no assurances
that the investor will continue to provide financing or that alternative sources
of funds will be available for management to implement its plan.

      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.

        1. 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.

       2. 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 and 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 Light(TM) fluorescent product line. It is anticipated that the Company
will be able to generate revenues from this product line in 2001.

SUBSIDIARY BANKRUPTCY

      On June 1, 1998, EEI filed a Chapter 7 bankruptcy petition in the
United States Bankruptcy Court for the Western District of Pennsylvania. In
connection with the bankruptcy, DC&A Partners, EEI's largest secured
creditor, purchased EEI's assets from the Bankruptcy Court for $177,000. DC&A
is a company formed by principals of Mason Cabot, the Company's former
investment banking firm. Until the bankruptcy has been concluded, there is a
possibility that the Bankruptcy Court could invalidate certain pre-petition
transactions or make other findings, determinations or rulings that could
have material adverse effects on the Company and/or its properties. The
Bankruptcy Trustee has named the Company and its other subsidiaries as
defendants in an adversary proceeding within the bankruptcy seeking avoidance
of alleged fraudulent transfers, turnover of alleged property of the estate,
equitable subordination, injunctive relief and money damages. In a complaint
filed on May 30, 2000 in the United States  Bankruptcy  Court for the Western
District of Pennsylvania, the Bankruptcy Trustee has named the Company and
its other subsidiaries as defendants in an adversary proceeding seeking
avoidance of alleged fraudulent transfers, turnover of alleged property of
the estate, equitable subordinations, injunctive relief and monetary damages.

                                       17
<PAGE>



BUSINESS DEVELOPMENT RISKS

      The Company is following a business plan intended to expand its sales
efforts and market penetration along with the continued development and
marketing of its Master Lite(TM) technology. Implementation of this plan will
require substantial additional capital for product development, marketing and
promotion. No assurance can be given that the Company will be successful in
expanding its current sales or distribution capabilities or developing new
products that result in increased sales and earnings or that its marketing and
promotion activities will have the intended effect of expanding sales and
increasing earnings.

COMPLETION OF TECHNOLOGY DEVELOPMENT; RELIANCE ON NEW PRODUCT INTRODUCTIONS

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

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

NEED FOR ADDITIONAL FINANCING

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






                                       18
<PAGE>




                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

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

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

ITEM 2. CHANGES IN SECURITIES (Not applicable)

ITEM 3. DEFAULTS UPON SENIOR SECURITIES (Not applicable)

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

ITEM 5. OTHER INFORMATION

      On October 13, 2000 at a regularly scheduled meeting of the board of
directors, the board elected two new directors: Jonathan Scott Harris and
Philip A. Pascarelli, Jr. The board approved all previously executed
amendments to the Convertible Revolving Promissory Note in favor of Horace T.
Ardinger, Jr. (the "Note") and granted the Company's officers authority to
negotiate and enter into future amendments to the note. The board, on behalf
of the Company and its subsidiaries, voted to terminate the employment
contract of Robert Smallwood including all salary and benefit payments made
to him or on his behalf.

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


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      The Company did not file any reports on Form 8-K during the three months
ended December 31, 2000.





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<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: May 8, 2001                          /s/ Michael J. Smith
      -----------------             ------------------------------------
                                    Name:  MICHAEL J. SMITH
                                    Title: EXECUTIVE VICE PRESIDENT AND
                                           CHIEF FINANCIAL OFFICER


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