QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
                     TO THE 1934 ACT REPORTING REQUIREMENTS

                                   FORM 10-QSB


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)

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


/ /     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                       For the transition period from _________ to _________


                                    0-19796
                                    -------
                               Commission File No.


                        AIRTECH INTERNATIONAL GROUP, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)


          WYOMING                                                98-0120805
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                      12561 Perimeter, Dallas, Texas 75228
                     --------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code:   (972) 960-9400

     Check whether the Registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period 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 [  ]

     As of August 31, 2001,  approximately  39,998,669  shares of Common  Stock,
$0.05 par value, were outstanding.

     Traditional Small Business Disclosure Format

          Yes [ X ]    No [  ]




<PAGE>


                                TABLE OF CONTENTS
ITEM                                                                    PAGE
                                                                       NUMBER

PART I FINANCIAL
                                   INFORMATION

1. Independent Accountants' Report................................       2
   Airtech International Group, Inc.
   Financial Statements,  Unaudited:
        Balance Sheet as of August 31, 2001.......................       3
        Statement of Operations for the three months
           ended August 31, 2001 and 2000.........................       5
        Statement of Cash Flows for the three months
           ended August 31, 2001 and 2000.........................       6
        Notes to the Financial Statements.........................       7

2. Managements' Discussion and Analysis...........................      13


                            PART II OTHER INFORMATION

1. Legal Proceedings..............................................      16

2. Changes in Securities..........................................      16

3. Defaults upon Senior Securities................................      16

4. Submission of Matters to a Vote of Security Holders............      16

5. Other Information..............................................      16

6. Exhibits and Reports on Form 8-K...............................      17


Signature Page....................................................      18






                                       1

<PAGE>

                           TURNER, STONE & COMPANY
                            12700 Park Central Drive
                                   Suite 1610
                              Dallas, Texas 75251


                         INDEPENDENT ACCOUNTANT'S REPORT



Board of Directors and Stockholders
Airtech International Group, Inc. and subsidiaries
Dallas, Texas


     We have  reviewed the  accompanying  consolidated  balance sheet of Airtech
International Group, Inc. and subsidiaries as of August 31, 2001 and the related
statement  of  operations,  stockholders'  equity  and cash  flows for the three
months  then   ended.   These   consolidated   financial   statements   are  the
responsibility of the Company's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should  be made to the  accompanying  August  31,  2001  consolidated  financial
statements  for them to be in  conformity  with  generally  accepted  accounting
principles.


/s/ Turner, Stone & Company, LLP
--------------------------------
Certified Public Accountants
October 14, 2001
Dallas, Texas






                                       2

<PAGE>
PART 1--Financial Information

  Item I Financial Statements
<TABLE>
<CAPTION>


                              Airtech International Group, Inc. and Subsidiaries
                                         Consolidated Balance Sheets
                                           August 31, 2001 and 2000


                                                    ASSETS


CURRENT ASSETS                                                                       2001                 2000
                                                                                --------------       ------------
<S>                                                                             <C>                 <C>

   Cash                                                                         $    240,819         $   302,169
   Trade accounts receivables, net of allowance for doubtful accounts of
      $150,000 and $20,000 respectively                                              957,152             540,096
   Notes receivable, current portion                                                 437,250             437,250
   Inventory                                                                       1,005,829           1,330,198
   Prepaid expenses and other assets                                                  76,178              82,823
                                                                                --------------       ------------
         Total current assets                                                      2,717,228           2,692,536
                                                                                --------------       ------------

PROPERTY AND EQUIPMENT--net of accumulated depreciation of
     $206,669  and $182,374 respectively                                             169,520             176,290

NOTES RECEIVABLE--net of current portion, net of allowance for
     Doubtful accounts of $0 and $0, respectively                                  1,078,312           1,125,000

OTHER ASSETS
     Goodwill, net of $116,385 and $40,810 of accumulated amortization,
     respectively                                                                     62,668             102,432
     Intellectual properties, net of $282,725 and $153,300 of accumulated
         amortization, respectively                                                  804,672             933,597
     Other, Prepaid Royalties                                                         93,556             361,981
                                                                                --------------       ------------
         Total other assets                                                          960,896           1,398,010
                                                                                --------------       ------------
                                                                                $  4,925,956         $ 5,391,836
                                                                                ==============       ============




















                            The accompanying notes are an integral part of the financial statements.

                                                                3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                               Airtech International Group, Inc. and Subsidiaries
                                           Consolidated Balance Sheets
                                             August 31, 2001 and 2000


                                       LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES                                                                 2001                2000
                                                                                -----------         ------------
<S>                                                                             <C>                 <C>
   Notes payable--current portion                                               $   277,185         $    277,185
   Accounts payable, trade                                                          355,080              554,990
   Note payable-officers                                                            106,688              210,338
   Accrued payroll and payroll taxes                                                419,788              457,134
   Current portion of convertible debentures                                      1,900,000                    -
   Other accrued expenses                                                           957,786              488,938
                                                                                -----------         ------------
         Total current liabilities                                                4,016,527            1,988,585
                                                                                -----------         ------------

LONG-TERM LIABILITIES
   Deferred revenue                                                                 340,000              340,000
   Product Marketing Obligation                                                           -              430,000
   Convertible Debentures                                                           547,399            2,600,000
                                                                                -----------         ------------
         Total long-term liabilities                                                887,399            3,370,000
                                                                                -----------         ------------
                  Total liabilities                                               4,903,926            5,358,585
                                                                                -----------         ------------

COMMITMENTS AND CONTINGENCIES                                                          -                    -

STOCKHOLDERS' EQUITY
   Series M cumulative, convertible preferred, 1,013,000 and 990,625
         Shares outstanding respectively; liquidation preference of $1.00
         per share                                                                     1013                  991
   Common stock--$.05 par value, 100,000,000 shares authorized;
   39,998,669 and 22,367,740 shares issued and outstanding, respectively          1,999,933            1,118,387
   Additional paid-in capital                                                     9,794,175            7,893,981
   Retained deficit                                                             (11,773,091)          (8,980,108)
                                                                                -----------         ------------
                  Total stockholders' equity                                         22,030               33,251
                                                                                -----------         ------------
                                                                                $ 4,925,956          $ 5,391,836
                                                                                ===========         ============


















                       The accompanying notes are an integral part of the financial statements.

</TABLE>
                                                         4
<PAGE>
<TABLE>
<CAPTION>




                                Airtech International Group, Inc. and Subsidiaries
                                        Consolidated Statements of Operations
                                For the Three Months Ended August 31, 2001 and 2000




REVENUES                                                                             2001                   2000
                                                                                --------------         --------------
<S>                                                                             <C>                 <C>
         Product sales                                                          $    413,625           $   518,637
                                                                                --------------         --------------
                  Total revenues                                                     413,625               518,637
                                                                                --------------         --------------

COSTS AND EXPENSES
         Salaries and wages                                                          104,182               340,650
         Research and Development                                                     31,001                75,250
         Cost of sales                                                               228,766               284,472
         Advertising                                                                  30,855               123,604
         Depreciation and amortization                                               106,654                78,187
         Other general & administrative expense                                      126,858               250,505
                                                                                --------------         --------------
                  Total costs and expenses                                           628,316             1,152,668
                                                                                --------------         --------------

LOSS FROM OPERATIONS                                                                (214,691)             (634,031)
         Interest expense                                                           (171,615)              (62,610)
                                                                                --------------         --------------
NET LOSS BEFORE INCOME TAXES                                                        (386,306)             (696,641)
         Income taxes                                                                      -                     -
                                                                                --------------         --------------
NET LOSS                                                                        $   (386,306)          $  (696,641)
                                                                                ==============         ==============

LOSS PER COMMON SHARE--BASIC                                                    $     ( 0.01)          $   (  0.03)
                                                                                ==============         ==============

LOSS PER COMMON SHARE--DILUTED                                                  $     ( 0.01)          $   (  0.03)
                                                                                ==============         ==============

























                           The accompanying notes are an integral part of the financial statements.


                                                               5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                 Airtech International Group, Inc. and Subsidiaries
                                        Consolidated Statements of Cash Flows
                                 For the Three Months Ended August 31, 2001 and 2000




CASH FLOWS FROM OPERATING ACTIVITIES:                                                2001                   2000
                                                                                --------------         --------------
<S>                                                                             <C>                 <C>
     Net Loss                                                                   $  (386,306)           $   (696,641)
     Adjustments to reconcile net income to cash
         Depreciation and amortization                                              106,654                  78,187
         Stock payments for interest on convertible debentures                       99,113                       -
     Changes in operating assets and liabilities
         Accounts receivable                                                       (155,068)               (270,125)
         Inventory                                                                  (22,681)               (791,246)
         Accounts payable                                                            80,973                 294,880
         Accrued expenses                                                            60,308                  78,459
         Other receivables                                                           (8,794)                 50,000
                                                                                --------------         --------------
                      Net cash used in operating activities                        (225,801)             (1,256,486)
                                                                                --------------         --------------

CASH FLOWS FROM INVESTING ACTIVITIES
         Expenditures for other assets                                               (8,104)                (35,789)
                                                                                --------------         --------------
                      Net cash used in investing activities                           (8104)                (35,789)
                                                                                --------------         --------------

CASH FLOWS FROM FINANCING ACTIVITIES
         Proceeds from issuance of convertible debentures                           172,000                       -
         Proceeds from issuance of common stock                                           -                 106,798
                                                                                --------------         --------------
                       Net cash provided by financing activities                    172,000                 106,798
                                                                                --------------         --------------

INCREASE (DECREASE) IN CASH                                                         (61,905)             (1,185,477)
CASH, BEGINNING OF PERIOD                                                           302,724               1,487,646
                                                                                --------------         --------------
                       CASH, END OF PERIOD                                      $   240,819            $    302,169
                                                                                ==============         ==============




















                           The accompanying notes are an integral part of the financial statements.

                                                               6
</TABLE>

<PAGE>
                        Airtech International Group, Inc.
                                and Subsidiaries
                   Notes to Consolidated Financial Statements


1.  Summary of Significant Accounting Policies

     Organization

     Airtech  International  Group,  Inc. (the  Company),  formerly  Interactive
Technologies  Corporation  (ITC),  was  incorporated  in the state of Wyoming on
August 8, 1991. As of May 31, 1998, in connection with the acquisition discussed
below, the Company manufactures and sells air purification products.

     On May 31, 1998, the Company  acquired all of the outstanding  common stock
shares  of  Airtech   International   Corporation   (AIC),   which  through  its
subsidiaries,  manufactures  and sells various air filtration  and  purification
products.  The total  purchase  price of  $22,937,760  was  funded  through  the
issuance of  10,500,000  shares of common stock  valued at $.625 per share,  the
issuance of  11,858,016  shares of Series A convertible  preferred  stock shares
valued  at $.625  per  share  and the  issuance  of  $9,000,000  of  convertible
debentures.

     However,  because these  convertible  securities were converted into common
stock within two months following acquisition,  the shareholders of AIC obtained
control of the  company.  As a result,  AIC became the  acquirer  for  financial
reporting purposes.

     The  transaction  was accounted for using the purchase method of accounting
with AIC for accounting and reporting  purposes the acquirer.  Accordingly,  the
purchase  price of the net  assets  acquired  has been  allocated  among the net
assets based on their relative fair value of zero.

     Principles of consolidation

     The  accompanying  consolidated  financial  statements  include the general
accounts of the Company and its subsidiaries,  AIC, Airsopure,  Inc.,  Airsopure
International  Group,  Inc.  (dormant)  and  McCleskey  Sales and Service,  Inc.
(dormant)  each  of  which  has  a  fiscal  year  ended  May  31.  All  material
intercompany  accounts and balances have been  eliminated in the  consolidation.
Turner, Stone & Company, the Company's  independent  accountants,  has performed
limited reviews of the interim  financial  information  included  herein.  Their
report on such reviews accompanies this filing.

     Amortization

     Intellectual property is allocated to the Company's air filtration products
based on  expected  sales as a percent of total  sales by  product.  The Company
records  amortization  beginning when the product is initially  inventoried  for
sale. Amortization is recorded ratably over a ten-year term.

     Goodwill  acquired and  recorded in the  financial  acquisition  of ITC, is
being amortized under the straight line method over 5 years.

     A prepaid  royalty fee,  paid  pursuant to a December  1995  agreement  and
related to the Company's  portable  medical unit, is being  amortized  using the
straight-line method over 24 months beginning January 2000.

     Inventories

     Inventories  are  carried  at the  lower  of cost or net  realizable  value
(market) and include  component parts used in the assembly of the Company's line
of air  purification  units,  filters and finished goods  comprised of completed
products.  The costs of inventories  are based upon specific  identification  of
direct costs and allocable  costs of direct labor,  packaging and other indirect
costs.

     Property and equipment

     Property and  equipment are stated at cost less  accumulated  depreciation.
Depreciation  of property and equipment is currently  being provided by straight
line  and  accelerated   methods  for  financial  and  tax  reporting  purposes,
respectively, over estimated useful lives of five to seven years.

     Product marketing obligation

     Property   marketing   obligations   pursuant  to  Statement  of  Financial
Accounting Standards, "SFAS" No. 68, the Company has recorded funds raised in an
arrangement  to  develop,  produce  and  market  the  Model  S-999 as a  product
marketing  obligation.  As of June 2001, the partnership has been dissolved with
the conversion of all limited partners into common stock of the Company.

                                       7

<PAGE>
                        Airtech International Group, Inc.
                                and Subsidiaries
                   Notes to Consolidated Financial Statements


     Revenue recognition

     Revenues from the Company's  operations are recognized at the time products
are  shipped  or  services  are  provided.  Revenue  from  franchise  sales  are
recognized at the time all material services relating to the sale of a franchise
have been performed by the Company.

     Management estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

     Cash flow

     For purposes of the statement of cash flows, cash includes demand deposits,
short term cash equivalent investments and time deposits with maturities of less
than three months. None of the Company's cash is restricted.

     Loss per share

     The  basic  and  diluted  loss per share  are  based  upon  36,384,736  and
21,647,192  respectively,  weighted  average shares of common stock  outstanding
over the three month period  ending August 31, 2001 and 2000. No effect has been
given to the assumed  conversion of  convertible  preferred  stock,  convertible
debentures,  product market obligation  guarantees (for the quarter ended August
31, 2000) and the assumed exercise of stock options and warrants,  as the effect
would be antidilutive.

     Research and Development

     The Company's research and development activities consists of retooling and
developing  its Model S-12 and S-30 products,  including  applying the Company's
technology in photo-catalytic conversion to the other air purification products.
The costs of research and development are charged to expense when incurred.

2. Liabilities

     The Company's notes payable consist of loans from various  corporations and
individuals.  The notes  contain no  significant  restrictions  bear interest at
rates from 10% to 18%. The notes are in default since May 1999.

3. Commitments and Contingencies

     Operating Leases

     The company is currently  obligated under  noncancellable  operating leases
for its Dallas office and warehouse facility, which expires in September 2004.

     Minimum future rental payments  required under the above operating lease is
as follows:

         Year ending May 31
         2002.......................................        21,600
         2003.......................................        43,200
         2004.......................................        47,500
                                                        ----------
                                                          $112,300




                                       8
<PAGE>
                        Airtech International Group, Inc.
                                and Subsidiaries
                   Notes to Consolidated Financial Statements



4. Financial instruments

     The  Company's  financial  instruments  consist  of  its  cash,  marketable
securities accounts and notes receivable, and trade payables.

     Cash and Marketable Securities

     The Company  maintains its cash in bank deposit and other accounts,  which,
at times, may exceed federally  insured limits.  The Company invests excess cash
not required for operations in US Treasury  repurchase  agreements in connection
with its cash  management  account  with its primary  bank.  The Company has not
experienced  any losses in such accounts,  and does not believe it is subject to
any credit risks involving its cash.

     Accounts and notes receivable, trade

     The Company  accounts and notes  receivables  are  unsecured  and represent
sales not  collected  to date.  Management  believes  these  accounts  and notes
receivables are fairly stated at estimated net realizable amounts.

5. Stock options and warrants

     Through the quarter ended August 31, 2001 and 2000,  the Company has issued
various  stock  options  and  warrants  to  employees  and  others  and uses the
intrinsic value method of accounting for these stock options.  Compensation cost
for  options  granted  has not been  recognized  in the  accompanying  financial
statements  because the amounts are not material and its exercise price exceeded
the  common  stock fair  market  value at the date of option.  The  options  and
warrants expire between  September 2001 and February 2006 and are exercisable at
prices from $0.10 to $10.00 per option or warrant.  Exercise  prices were set at
or above the underlying common stock's fair market value on the date of grant.

6. DESCRIPTION OF CONVERTIBLE SECURITIES

     We have summarized  below the material  provisions of our securities  which
are convertible into shares of our common stock.

SERIES "M" CONVERTIBLE PREFERRED STOCK AND RELATED WARRANTS

     We  have  1,013,000  shares  of  Series  "M"  Convertible  preferred  stock
outstanding  at August 31, 2001.  Holders of our Series "M"  preferred  have the
right to convert  their shares into shares of our common stock on a  one-for-one
basis at any time. The Series "M" preferred  automatically converts to shares of
our common stock on December 31, 2001.  The holders of Series "M"  preferred are
entitled to receive quarterly dividend distributions equal to 4.57% of the gross
revenues  generated  from the sales of our Series 950 units  until  January  31,
2002.  The  dividends  are paid on or before the sixtieth  day of each  calendar
quarter based upon the gross revenues from our Series 950 unit from the previous
quarter.  The  holders of Series "M"  preferred  were also  issued  warrants  to
purchase  990,625 shares of our common stock.  These warrants expired on May 31,
2000.

AIRSOPURE 999 LIMITED PARTNERSHIP INTERESTS

     We have $430,000 of limited partnership  interests outstanding in Airsopure
999, L.P.  ("Airsopure LP").  Airsopure,  Inc., at May 31, 2001 our wholly-owned
subsidiary ("Airsopure"), is the sole general partner of Airsopure LP. Under the
limited partnership agreement, the limited partners are entitled to receive 1.7%
of the gross  revenues  generated  from sales of our Model S-999  automobile air
purification  system with the remaining  gross  revenues paid to Airsopure.  The
limited partners are entitled to receive  distributions until December 31, 2003,
at which time 100% of gross revenues are paid to Airsopure. All limited partners
were converted to common stock in June 2001 by the issuance of 2,639,926  shares
of our common stock. The Limited Partnership was dissolved at May 31, 2001.

                                       9
<PAGE>
                        Airtech International Group, Inc.
                                and Subsidiaries
                   Notes to Consolidated Financial Statements


12% CONVERTIBLE DEBENTURES DUE 2004 AND ATTACHED WARRANTS

     In January 2000,  our board of directors  authorized  the issuance of up to
$5,000,000 of our 12% Convertible  Debentures Due 2004 under a private placement
memorandum.  As of August 31, May 31, 2001,  we have sold  $300,000 in principal
amount  of our 12%  debentures.  At any time  after  one  year  from the date of
issuance,  holders  of our  12%  debentures  are  entitled  to  convert  our 12%
debentures  on a dollar  for  dollar  basis  into  shares of our  common  stock.
Semi-annual  interest  payments  are  due  and  payable  on our  12%  debentures
commencing  September 1, 2000.  Each 12%  debenture in the  principal  amount of
$25,000 includes a warrant to purchase shares of our common stock at an exercise
price of $2.00  per  share.  The  warrants  expire  two  years  from the date of
issuance.  At our option,  our 12%  debentures  may be converted on a dollar for
dollar  basis into  shares of our common  stock or paid in cash at face value on
the maturity date.  Prior to maturity,  we may with the consent of the debenture
holder,  redeem our 12%  debentures  in cash at a premium  together with accrued
interest to date.

6% CONVERTIBLE DEBENTURES DUE 2002 AND ATTACHED WARRANTS

     On February  22, 2000,  we sold  $2,500,000  in principal  amount of our 6%
Convertible  Debentures Due 2002 to PK Investors  LLC. Our 6% debentures  have a
maturity  date of February 22, 2002 at which time the  principal  amount and all
accrued  interest  is due and  payable.  No interest  payments  are due prior to
maturity of the 6% debentures.  We may, at our option,  pay the accrued interest
at maturity by issuing  shares of our common stock to the debenture  holder at a
price equal to the conversion  price of our common stock as described below. Our
6%  debentures  are  convertible  at any time at the option of the  holder  into
shares of our common  stock.  The  conversion  price of our common stock used in
calculating  the number of shares  issuable  upon  conversion  (or in payment of
interest) is the lesser of:

     - 110% of the average  closing  bid price of our common  stock for the five
trading days prior to the date of initial payment; and

     - the  product  obtained  by  multiplying  0.80 by the average of the three
lowest  closing bid prices of our common  stock  during the thirty  trading days
prior to the date we receive a conversion notice from a debenture holder.

     In  the  event  we  have a  "change  of  control",  the  holders  of our 6%
debentures  may require us to redeem the 6%  debentures  at a  redemption  price
equal to 125% of the aggregate outstanding principal and accrued interest on the
6% debentures. A "change of control" includes:

     - acquisition by an entity or group of more than 50% of our voting stock;
     - merger or consolidation;
     - a change in a majority of our existing board of directors; or
     - a sale of substantially all of our assets.

     The holders of our 6% debentures  also have  attached  warrants to purchase
250,000  shares of our common  stock at an exercise  price of $2.6124 per share.
The warrants expire on February 22, 2005.


                                       10

<PAGE>
                        Airtech International Group, Inc.
                                and Subsidiaries
                   Notes to Consolidated Financial Statements



12% CONVERTIBLE DEBENTURES DUE MARCH 30, 2003 and ATTACHED WARRANTS

     On March 29, 2001, we entered into a securities purchase agreement with AJW
Partners,  LLC and New  Millennium  Partners  II, LLC to raise up to  $1,000,000
through the sale to these investors of our 12%  Convertible  Debentures Due 2003
with  attached  warrants to purchase up to 600,000  shares of our common  stock.
Upon execution of the securities  purchase  agreement,  the investors  purchased
$800,000  in  principal  amount of 12%  debentures  with  attached  warrants  to
purchase  500,000  shares of our common  stock.  The purchase  price paid by the
investors  for our 12%  debentures  and attached  warrants  was  $800,000  which
represents  the total  amount we have  received  under  the  purchase  agreement
through April 30, 2001. Under the terms of our purchase agreement, the investors
are obligated and did purchase the remaining $200,000 in principal amount of our
12% debentures with attached warrants to purchase 100,000 shares of common stock
for a purchase  price of  $200,000.  The  investors  purchased  $200,000  of the
convertible debentures July 20, 2001.

     Description of 12% Debentures

     Our 12% debentures have a maturity date of March 30, 2003 at which time the
principal  amount and all  accrued  interest  on the 12%  debentures  is due and
payable.  Interest  payments on the 12% debentures are due and payable quarterly
commencing June 1, 2001 or at the option of the debenture holder upon conversion
of the 12% debentures into shares of our common stock.  If the debenture  holder
elects,  we will pay any accrued interest on conversion by issuing shares of our
common stock to the debenture holder at a price equal to the conversion price of
our  common  stock as  described  below.  The 12%  debentures  are  secured by a
security  agreement  under  which we pledged  substantially  all of our  assets,
including  our goods,  fixtures,  equipment,  inventory,  contract  rights,  and
receivables.

     The 12% debentures are  convertible at any time at the option of the holder
into  shares of our common  stock,  provided  at no time may a holder of our 12%
debentures and its affiliates own more than 4.9% of our outstanding common stock
without giving us 30 days prior written notice of the debenture  holder's intent
to waive the 4.9% ownership limitation. The conversion price of our common stock
used in calculating the number of shares issuable upon conversion, or in payment
of  interest on the 12%  debentures,  is the lesser of 50% of the average of the
lowest  three  trading  prices of our common  stock for the twenty  trading days
ending one trading day prior to the date we receive a  conversion  notice from a
debenture holder; and a fixed conversion price of $0.25.

     Also,  under the terms of the 12% debentures,  if we at any time distribute
any  shares  of  our  common  stock  in a  consolidation,  exchange  of  shares,
re-capitalization  or reorganization,  the 12% debenture holders are entitled to
participate in the  distribution  as if the debenture  holders had converted the
12% debentures;  distribute any of our assets to our stockholders as a dividend,
stock repurchase, return of capital, or otherwise, the 12% debenture holders are
entitled to  participate  in the  distribution  as if the  debenture  holder had
converted  the 12%  debentures;  or issue or sell any shares of our common stock
for no  consideration  or at a price less than  $0.25 per share,  then the fixed
conversion  price of $0.25  described  above  shall be  reduced to the price per
share we receive on the issuance or sale.


                                       11
<PAGE>
                        Airtech International Group, Inc.
                                and Subsidiaries
                   Notes to Consolidated Financial Statements


     Our 12% debentures  have an imbedded  beneficial  conversion  feature which
enables the debenture  holders to convert the 12%  debentures at the lesser of a
50% discount to the market price of our common stock and $0.25 per share.  As of
the date of sale of the 12% debentures,  the imbedded  discount  attributable to
the  12%  debentures  was  $900,000.  We have  reflected  this  discount  in our
financial  statements  by writing off $146,700 of the discount as of the date of
each sale of the 12% debentures.  We will amortize the remaining $753,300 of the
discount over the three year term of the 12%  debentures.  If a 12% debenture is
converted  prior to the  expiration of the three year term, we will write off to
interest  expense any  remaining  discount  attributable  to the  converted  12%
debenture.

     Description of Warrants

     The  warrants  purchased  by the  investors  on March 29, 2001  entitle the
investors to purchase  500,000  shares of our common stock at an exercise  price
equal to the lesser of 90% of the average of the lowest three trading  prices of
our common stock for the twenty trading days ending one trading day prior to the
date of exercise of the warrant; and $0.102 per share.

     The warrants expire on March 29, 2004. The warrants are subject to exercise
price  adjustments  upon  the  occurrence  of  certain  events  including  stock
dividends,   stock   splits,   mergers,   reclassifications   of  stock  or  our
re-capitalization.  The  exercise  price  of the  warrants  is also  subject  to
reduction if we issue any rights,  options or warrants to purchase shares of our
common  stock at a price less than the  market  price of our shares as quoted on
the OTC Bulletin  Board.  Also,  if at any time,  we declare a  distribution  or
dividend to the holders of our common  stock in the form of cash,  indebtedness,
warrants,  rights or other securities,  the holders of the warrants are entitled
to receive  the  distribution  or dividend  as if the holder had  exercised  the
warrant.

     The warrants  attached to our 12%  debentures  have an imbedded  beneficial
exercise  feature which enables the warrant  holders to exercise the warrants at
the lesser of a 10%  discount to the market price of our common stock and $0.102
per  share.  As of the  date of  sale of the  warrants,  the  imbedded  discount
allocable to the warrants was  $100,000.  The discount was  determined  from the
Black-Scholes  option  pricing  method.  In our  financial  statements,  we will
amortize and write-off to interest expense the $100,000  discount over the three
year term of the warrants.  If a warrant is exercised prior to the expiration of
the three  year  term,  we will  write off to  interest  expense  any  remaining
discount attributable to the exercised warrant.

     Consent and Standstill Agreement of 6% Debenture Holders

     Our 6% debenture holders  consented to the sale of our 12% debentures.  The
6% debenture  holders also agreed that neither they nor their  affiliates  would
for a period  beginning  March 29,  2001 and  ending 8 months  from the date the
registration  statement relating to the securities offered by this prospectus is
declared effective by the SEC offer to sell, contract to sell, pledge, grant any
rights or  otherwise  dispose of any  shares of our common  stock held by the 6%
debenture  holders  without the prior consent of the 12% debenture  holders;  or
engage in any hedging  transactions which are designed or reasonably expected to
lead to or result in a disposition of the shares of our common stock held by the
6% debenture holders.

     The 6% debenture  holders may  however;  convert the 6%  debentures  into a
maximum of  200,000  shares of our  common  stock per month on a  non-cumulative
basis;  and sell up to 100,000 shares per month of common stock  converted after
March 29,  2001 or 200,000  shares if the  selling  price is at least  $0.75 per
share, with any unsold converted shares held in escrow by our legal counsel


                                       12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

FORWARD LOOKING STATEMENTS

     Certain  statements  contained in this report that are not historical  fact
are  "forward-looking  statements"  as  that  term  is  defined  in the  Private
Securities  Litigation  Reform Act of 1995.  The words or phrases  "will  likely
result," "are  expected  to," "will  continue,"  "is  anticipated,"  "believes,"
"estimates,"  "projects" or similar  expressions  are intended to identify these
forward-looking   statements.   These   statements  are  subject  to  risks  and
uncertainties beyond our reasonable control that could cause our actual business
and results of  operations  to differ  materially  from those  reflected  in our
forward-looking   statements.   The  safe  harbor  provisions  provided  in  the
Securities  Litigation Reform Act do not apply to forward-looking  statements we
make in this report.  Forward-looking  statements  are not  guarantees of future
performance.  Our  forward-looking  statements  are  based  on  trends  which we
anticipate  in our industry  and our good faith  estimate of the effect on these
trends of such factors as industry capacity, product demand and product pricing.
The inclusion of projections and other forward-looking  statements should not be
regarded a  representation  by us or any other  person that we will  realize our
projections  or that any of the  forward-looking  statements  contained  in this
prospectus will prove to be accurate.

BACKGROUND AND GENERAL

     On May 31, 1998,  Interactive  Technologies acquired all of the outstanding
shares  of  common  stock  of  Airtech  Corporation  for  a  purchase  price  of
$22,937,760.  The  financial  statements  reflect the  combination  as a reverse
merger with Airtech  Corporation  as the  acquiring  entity for  accounting  and
reporting  purposes and  Interactive  Technologies  as the surviving  entity for
legal purposes.  Interactive  Technologies  effectively  issued shares of common
stock for the outstanding shares of Airtech  Corporation,  with the stockholders
of Airtech Corporation ultimately acquiring control of Interactive Technologies.
For this reason,  Airtech  Corporation  is considered  the acquiring  entity for
purposes of our financial statements.

RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED  AUGUST 31, 2001  COMPARED TO THE
QUARTER ENDED AUGUST 31, 2000

REVENUES

     Our consolidated  total revenues  decreased $105,012 or 20.2% from $518,637
for the three months  ended  August 31, 2000  compared to the three months ended
August 31, 2001 of $413,,625.  This decrease in sales is due to the cessation of
sales from the  consumer  direct sale  franchise  group.  In the first  quarter,
August 31, 2000 the Company  opened four retail outlets for sale of the portable
unit. These stores were closed in March 2001.

COSTS AND EXPENSES

     Our consolidated  total costs and expenses  decreased  $524,352 or 45% from
$1,152,668  in 2000 to $628,316 in 2001.  The major  components of this $524,352
decrease were:

     Salaries  and wages  decreased  $236,468  or 69% from  $340,650  in 2000 to
$104,182  for  2001.  This  decrease  is the  result of many  factors  including
decreased  commissions  on sales of our products  through the retail direct sale
stores.  Also, we have  decreased the total number of employees  (outside of the
retail store group) by seven  individuals.  In addition,  management has reduced
and/or eliminated their personal salaries.

     Cost of sales decreased  $55,706 or 19% to $228,766 for 2001 as compared to
$284,766 for 2000.  This  decrease is due to the 20% decrease in product  sales.
The percentage cost of goods sold remained  constant at 55% of sales in 2000 and
2001.  The higher  gross  margins of the retail  direct sale  stores  sales were
replaced by higher margin sales of the Company's newest product, the Model S-30.


                                       13
<PAGE>

     Research and development costs decreased $44,249 from $75,250 in August 31,
2000 to $31,001 in costs for August 31, 2001. This decrease of 59% is due to the
reduction of costs associated with the completion of the Model S-30 for sale.

     Advertising  costs decreased  $92,749 to $30,855 for 2001 from $123,604 for
2000. This is a 75% decrease in costs.  The decrease is due to the  introduction
of new products and the  implementation  of our new residential  franchise sales
approach,  which increased  promotional  costs,  including  brochures and travel
expenses for the August 31, 2000 quarter and no similar costs in 2001.

     Depreciation and amortization  increased  $28,467 to $106,654 for the three
months  ended  August 31, 2001  compared to $78,187 for 2000.  This  increase is
primarily due to increased amortization of prepaid royalties.

     General and administrative  expenses decreased $123,647 to $126,858 for the
three months ended August 31, 2001 from  $250,505 in 2000.  This 49% decrease is
due to decreases in litigation  expenses of legal fees and settlement costs. The
decrease in facilities costs after combining the office and warehouse  functions
in one location.  In addition,  outside  consultant fees and investment  bankers
fees decreased during 2001.

     Interest  expense of $171,615 for 2001 is $109,005  higher or 174% than the
$62,610 interest expense in 2000, due to the interest accrual on the outstanding
6% debentures issued in February 2000 and the 12% debentures issued in March and
July 2001. In addition,  the 12%  convertible  debentures sold in March and July
2001 contained an imbedded beneficial conversion feature,  wherein an additional
$92,115 in interest  was  charged as  interest  expense and as a discount to the
debentures.

     The  result  of these  revenues  and costs  and  expenses  is a net loss of
$(386,306) or ($0.01) per share of common stock (basic and diluted)for the three
months ended August 31, 2001 compared to a net loss of $(696,641) or ($0.03) per
share of  common  stock  for the  three  months  ended  August  31,  2000.  This
represents a 45% decrease in our net loss and a $0.02 decrease in loss per share
of our common stock compared to 2000. The average number of shares of our common
stock  increased  from 2000 to 2001 so the loss per share on our common stock is
not comparable.

CAPITAL EXPENDITURES

     We do not have any large capital expenditures planned for fiscal year 2002.
We are considering product design changes to include a plastic casing design for
two of our  products,  which  will  require  approximately  $400,000  in capital
expenditures.  The final decision, however, to change the product design will be
based on  estimated  sales of the  products  which will enable us to recover the
capital   expenditures   within  nine  to  twelve  months.   Any  minor  capital
expenditures  will be met with  cash on hand.  In the event  our  product  sales
increase  beyond  current  manufacturing  capacities,  then  additional  capital
expenditures will be required to increase  production  capacity.  We anticipate,
however,  that  any  additional  capital  expenditures  to  increase  production
capacity would not exceed  $500,000.  These capital  expenditures  would also be
offset by increased product sales which created the need to increase our current
manufacturing capacities.

LIQUIDITY AND CAPITAL RESOURCES

     As of August 31,  2001,  we had total  current  assets of  $2,717,228  less
current  liabilities of $4,016,527 which resulted in net current  liabilities of
$1,299,299.  When the  current  portion of the  convertible  debentures  that we
expect to be  converted  into common  stock are  subtracted  from total  current
liabilities the current assets exceed the adjusted  liabilities by $600,701.  We
expect  to  have  sufficient   funds  necessary  to  finance  the   manufacture,
distribution  and sale of our  products  including  management  and  advertising
support for fiscal year 2002.  Additional  general and  administrative  expenses
have been reduced  during the first  quarter  2002. We also expect that our cash
balance and operations are adequate to sustain our continued  operations  during

                                       14
<PAGE>

fiscal year 2002.  After reducing the net loss for the quarter ending August 31,
2001 by the non cash items of  Depreciation,  amortization  and interest expense
paid by common stock in accordance  with the convertible  debenture  agreements,
the net cash used is reduced to $108,037  for the three  months ended August 31,
2001.

     We expect  to sell  four  international  franchises  during  2002 for up to
$250,000  per license.  Our  estimated  franchise  sales are based upon our good
faith  estimate of the market for our  franchises  and our  products.  We cannot
assure  you that our  franchise  sales or  distributorship  sales  will meet our
goals.

     We also expect sales of our  products to increase in fiscal year 2002.  For
the year 2001,  our product sales were  $1,735,901  in  comparison in 2000,  our
product  sales  were  approximately  $543,615.  This 2000  sales were in turn an
increase  from the  sales  year  ended  May 31,  1999 of  $388,412.  This  trend
indicates  the sales of our  products  are  increasing.  Although the results of
sales for the first quarter were less than expected and less than the comparable
quarter for 2000, the sales mix of our new Model S-30 through our  distributors,
direct sales and  franchisees we believe  represent a positive  trend, we cannot
assure you that this positive trend will continue.

     Our  sales  projections  are based  upon our good  faith  estimates  of the
marketability  of our  products  and we cannot  assure you that we will  achieve
these results during fiscal year 2002.

     If our current  cash and  revenues  from  franchise  and product  sales are
insufficient to fund our continued  growth, we will rely on our external funding
sources to provide continued  liquidity.  For the quarter ended August 31, 2001,
we  increased  cash  from  financing  activities  by  the  sale  of  convertible
debentures of $200,000.

     The 6% and 12% debentures held by Investors  includes  attached warrants to
purchase  1,150,000  shares of our common stock.  If the investors  exercise all
1,150,000 warrants to purchase our common stock, we could receive up to $656,000
in cash from the exercise.  The warrants currently held by Investors expire from
2003 through 2005.  We cannot  assure you that the  Investors  will exercise any
warrants in the future.

     During  fiscal year 2002, we intend to focus on the  production,  marketing
and sale of our  existing  line of air  purification  products,  our new in line
Model S-30. For this reason, we do not project  significant  expenditures during
fiscal year 2002 on our products  which are in  production  and sale. We believe
our existing  product line is sufficient to sustain our future sales growth.  If
we do not receive  Medicare  approval of our Medicare 950, we intend to actively
pursue the marketing of this unit through private health insurance companies and
health care providers, even without a HCPCS code number.

     We do not have a large capital expenditures program planned for fiscal year
2002.  Therefore,  we believe our  projected  increase in franchise  and product
sales  combined with funds  generated  from external  financing  sources will be
sufficient  to offset any cash  losses from  operations.  If our current and new
product sales,  distributor/franchise sales, new areas of distribution sales and
funds from our external  sources are  insufficient to maintain  operations,  the
resulting lack of capital could force us to  substantially  curtail or cease our
operations.  Any curtailment of operations  would have a material adverse effect
on our ability to manufacture and distribute our products and our profitability.

                                       15
<PAGE>
Part II- Other Information

ITEM 1.  LEGAL PROCEEDINGS


     In 1997,  we were  named as a  defendant  in a cause of action  styled  LLB
Realty, L.L.C. v. Interactive  Technologies Corp., Cause No.  MER-L-1535-97,  in
the Superior Court of New Jersey,  Mercer County.  The complaint alleges damages
relating  to a lease  agreement  entered  into with the  plaintiff's  for office
facilities in New Jersey.  We never  occupied the space based upon the plaintiff
(lessor)  failing to finish-out  the space pursuant to our  specifications.  The
complaint  alleges  damages  of  approximately   $250,000  for  remaining  lease
payments,  finish-out  costs and lost revenues.  The Court ruled in favor of the
plaintiffs  and will hold a hearing to  determine  damages.  Although  we are in
negotiations  for a settlement  relating to the complaint,  the outcome of these
negotiations  is uncertain.  We have  established a reserve in our  consolidated
financial statements in the amount of $200,000 in anticipation of a settlement.

     We have been named as a defendant in a number of routine  lawsuits  arising
in the ordinary  course of our  business.  In some of these cases a judgment was
rendered  against us. We have  answered  these  routine  causes of action  where
appropriate,  negotiated  settlements  where appropriate and agreed to a payment
schedule  with  respect to others.  We have fully  reserved for these claims and
causes of action  in our  consolidated  financial  statements  in the  aggregate
amount of $65,000.

ITEM 2 CHANGES IN SECURITIES

     On July 20, 2001,  issuance of $200,000 in 12% Convertible  Debentures in a
Private  Placement.  On June 10, 2001,  issued a Private  Placement of 2,639,926
shares of Common  Stock to convert the limited  partners  in the  Airsopure  999
L.P.,  reflected in the Financial  Statements as Product Marketing Obligation of
$430,000.  Issued in a Private  Placement in June 2001 335,000  shares of Common
Stock to the 12% Convertible  Debenture holders (Private Placement) for interest
owed  under  the  Debenture.  Partial  conversion  of  6%  and  12%  Convertible
Debentures and payment of accrued interest owing into 4,252,939 shares of Common
Stock, issued under a SB-2 Registration Statement.

ITEM 3 DEFAULT UPON SENIOR SECURITIES

     None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5 OTHER INFORMATION

     DIVIDENDS

     We have paid no  dividends  on our  shares  of common  stock and we have no
current  intention to pay dividends on our shares of common stock in the future.
Holders of our Series "M" Convertible  Preferred Stock have a preferred dividend
right to receive  dividend  distributions  equal to 4.57% of the gross  revenues
generated from sales of our Series 950 units until January 31, 2002.  Except for
required  dividend  payments on the Series "M" convertible  preferred  stock, we
intend to retain any future  earnings for  reinvestment  in our business.  As of
August 31,  2001,  no  dividends  have been paid on the  Series "M"  convertible
preferred  stock.   Future  dividends  will  be  dependent  upon  our  financial
condition,  results  of  operations,  capital  requirements  and other  relevant
factors.  In August  2001,  we  announced  that the  Company  will be  issuing a
dividend to  shareholders  of record October 31, 2001. This dividend will be one
share  of  Humitech,  Inc.  common  stock,  for  every  ten  shares  of  Airtech
International Group, Inc. common stock owned at October 31, 2001. Humitech, Inc.
purchased, in August, 2001, one hundred per cent of the outstanding common stock
of our  dormant  subsidiary,  Airsopure  International  Group,  Inc.  in a stock
exchange whereby we received  approximately  ten percent of the combined company
stock in  Humitech.  We are issuing one  hundred  per cent of our  ownership  in
Humitech in the dividend to shareholders.

                                       16
<PAGE>
ITEM 6. (a) EXHIBITS AND (b) REPORTS ON FORM 8-K.

(a)  Exhibits

3.1* Restated Articles of Incorporation filed December 27, 1991 of the Company's
     predecessor in name, Interactive Technologies Corporation, Inc.
3.2* Articles of Amendment dated filed May 14, 1997 of the Company's predecessor
     in name Interactive Technologies Corporation, Inc.
3.3* Articles of Amendment of the Company filed October 16, 1998
3.4  Bylaws  of the  Company's  predecessor  in name,  Interactive  Technologies
     Corporation, Inc. (incorporated by reference to the Company's Form 10 filed
     on January 14, 1992)
4.1* Specimen Common Stock Certificate
4.2* Specimen Series "M" Preferred Stock Certificate
4.3* Form of Warrant to purchase  shares of Common  Stock  granted to holders of
     Series "M" Convertible Preferred Stock
4.4* Form of  Securities  Purchase  Agreement  dated  February  22,  2000 by and
     between the Company and PK Investors LLC
4.5* Form of 6% Convertible Debenture Due 2002
4.6* Form of Warrant to purchase shares of Common Stock granted to holders of 6%
     Convertible Debentures Due 2002
4.7* Registration  Rights  Agreement  dated February 22, 2000 by and between the
     Company and PK  Investors  LLC relating to the  registration  of the Common
     Stock and Warrants related to Exhibits 4.4 and 4.5
4.8* Form of  Conditional  Warrant to Purchase  6%  Convertible  Debentures  and
     Warrants to Purchase Common Stock
4.9** Form of 12% Convertible Debenture Due 2005
4.10** Form of Warrant to purchase  shares of Common Stock granted to holders of
     12% Convertible Debentures Due 2005
10.1 Stock  Purchase  Agreement  dated  May 5, 1997 by and  between  Interactive
     Technologies  Corporation,   Inc.  and  Airtech  International  Corporation
     (incorporated by reference to Exhibit 10.5 to Company's Annual Report filed
     on August 28, 1997 for the year ended May 31, 1997, file No. 19796)
10.2* Employment Agreement dated May 1, 1997 between the Company and C.J. Comu
10.3* Employment Agreement dated May 1, 1997 between the Company and John Potter
10.4*Form of Franchise  Agreement  relating to  franchises  offered by Airsopure
     International Group, Inc., a wholly-owned subsidiary of the Company
10.5*Form  of  Development   Agreement   offered  to  franchisees  by  Airsopure
     International Group, Inc., a wholly-owned subsidiary of the Company
10.6*Form  of  Offering   Circular   presented  to   franchisees   by  Airsopure
     International Group, Inc., a wholly-owned subsidiary of the Company
21** Subsidiaries of the Registrant

     o    Incorporated by reference to the Company's  Registration  Statement on
          Form SB-2 filed on May 8, 2000, Registration No. 333-36554.

     **   Incorporated   by  reference  to  the  Company's  Form  10-K/SB  filed
          September 14, 2000.


Item 6. Exhibits and Reports on Form 8-K

(b) Reports on Form 8-K

         None



                                       17

<PAGE>
                                   SIGNATURES

     In accordance  with the  requirements  of the  Securities  Act of 1934, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto  duly  authorized  and  in the  capacity  as  the  registrant's  Chief
Executive officer and Chief Financial and Accounting Officer, respectively.


                                       Dated: October 15, 2001


                                       AIRTECH INTERNATIONAL GROUP, INC.


                                       By: /s/ C. J. COMU
                                          ------------------------------------
                                          C. J. Comu,
                                          Chief Executive Officer and Chairman



                                       By: /s/ James R. Halter
                                          -----------------------------------
                                          James R. Halter,
                                          Chief Financial, Accounting Officer
                                               and Director






                                       18
<PAGE>