SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                   FORM 10-QSB


                       Pursuant to Section 13 or 15(d) of
                           the Securities Act of 1934

 For the Quarter Ended                                         Commission File
  November 30, 1999                                            Number 0-19796


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



      Wyoming                                                    98-0120805
------------------                                           ------------------
  (State or other                                               (IRS Employer
   jurisdiction of                                           Identification No.)
   incorporation)


                           15400 Knoll Trail, Ste 200
                               Dallas, Texas 75248
                    (address of Principal Executive Offices)

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


     Check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the exchange  Act during the  preceding 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  [     ]


     The Registrant has 16,560,440  shares of common stock,  par value $0.05 per
share issued and outstanding as of November 30, 1999.

     Traditional Small Business Disclosure Format

                          Yes  [  X  ]     No  [     ]






<PAGE>


                        Airtech International Group, Inc.

                                Table of Contents


   PART I - FINANCIAL INFORMATION                                    Page No.


   Item 1.     Airtech International Group, Inc.                      1 - 9
                   Financial Statements (Unaudited)
               Balance Sheet as of November 30, 1999 and 1998
                Statement of Operations for the six
                  months ended November 30, 1999 and 1998
               Statement of Operations for the three
                  months ended November 30, 1999 and 1998
               Statement of Cash Flows for the six months
                    ended November 30, 1999 and  1998
               Notes to Financial Statements


   Item 2.   Management's Discussion and Analysis                        10


   PART II - OTHER INFORMATION


   Item 1.   Legal Proceedings                                           11

   Item 2.   Changes in Securities                                       None

   Item 3.   Defaults upon Senior Securities                             None

   Item 4.   Submission of Matters to a Vote of Security Holders         11

   Item 5.   Other Information                                           None

   Item 6.   Exhibits and Reports on Form 8-K                            None


   SIGNATURE PAGE                                                        12













<PAGE>
                         PART 1. FINANCIAL INFORMATION


Item 1   Financial Statements

<TABLE>
<CAPTION>

                             AIRTECH INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
                                        CONSOLIDATED BALANCE SHEETS
                                        NOVEMBER 30, 1999 AND 1998
                                                 UNAUDITED

                                                    ASSETS

                                                                                       1999              1998
                                                                                       ----              ----
CURRENT ASSETS
<S>                                                                               <C>              <C>

   Cash                                                                             $ 14,544          $127,400
   Receivables
      Trade accounts, net of allowance for doubtful
        accounts of $20,000 and 10,000, respectively                                 295,385           163,131
      Other                                                                          205,511                 -
   Notes receivable, current portion                                                 143,750                 -
   Inventory                                                                         242,665           323,489
   Prepaid expenses and other assets                                                       -            61,996
                                                                                ------------      ------------
                        Total current assets                                         901,855           676,016
                                                                                ------------      ------------

PROPERTY AND EQUIPMENT - net of accumulated depreciation
 of $138,117 and $250,338,  respectively                                             117,086           170,252
                                                                                ------------      ------------

NOTES RECEIVABLE - net of current portion, net of allowance
   for doubtful accounts of $0 and $0, respectively                                  431,250           899,833
                                                                                ------------      ------------

OTHER ASSETS
   Organizational costs, net of accumulated amortization                               9,000             4,047
      of $0 and $3,334, respectively
   Goodwill,  net of accumulated amortization of                                   6,000,541         6,487,072
      $486,531 and $305,281, respectively
   Net assets of discontinued operations, held for resale                            840,000         3,463,762
   Intellectual properties, net of accumulated amortization
      of $1,485,993 and $305,281, respectively                                    20,811,691        21,996,603
   Trademarks                                                                          9,000                 -
   Other                                                                             516,208           531,772
                                                                                ------------      ------------
                        Total other assets                                        28,186,440        32,483,256
                                                                                ------------      ------------
                                                                                $ 29,636,631      $ 34,229,357
                                                                                ============      ============


                     The accompanying notes are an integral part of the financial statements.
</TABLE>
                                                         1
<PAGE>

<TABLE>
<CAPTION>

                             AIRTECH INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
                                        CONSOLIDATED BALANCE SHEETS
                                         NOVEMBER 30, 1999 AND 1998

                                    LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                     1999               1998
                                                                                     ----               ----
<S>                                                                             <C>                 <C>

CURRENT LIABILITIES
   Notes payable - current portion                                                 $ 277,185         $  66,748
   Accounts payable, trade                                                           654,563           403,318
   Advances from officers                                                            236,488            48,900
   Accrued payroll and payroll taxes                                                 354,802
   Other accrued expenses                                                            415,912           170,812
   Current portion of license rights payable                                               -           210,077
                                                                                ------------      ------------
                        Total current liabilities                                  1,938,950           899,855
                                                                                ------------      ------------
LONG-TERM LIABILITIES
   License rights payable                                                                  -           329,923
   Notes Payable                                                                           -           277,185
   Deferred revenue                                                                  400,000           400,000
   Product Marketing Obligation                                                      405,000                 -
   Deferred tax liability                                                          6,219,834         6,487,072
                                                                                ------------      ------------
                        Total long-term liabilities                                7,024,834         7,494,180
                                                                                ------------      ------------
                        Total liabilities                                          8,963,784         8,394,035
                                                                                ------------      ------------

COMMITMENTS AND CONTINGENCIES                                                              -                 -

STOCKHOLDERS' EQUITY
   Series M cumulative, convertible preferred, 1,143,750 and
          1,143,750 shares issued and outstanding, respectively;
          liquidation preference of $1.00 per share                                    1,143             1,143
   Common stock - $.05 par value, 50,000,000 shares authorized,
       16,560,440 and 10,637,380 shares issued and outstanding,
       respectively                                                                  828,022           531,869
   Additional paid-in capital                                                     37,480,172        36,691,619
   Retained earnings                                                             (17,636,490)      (11,389,309)
                                                                                ------------      -------------
                        Total stockholders' equity                                20,672,847        25,835,322
                                                                                ------------      -------------
                                                                                $ 29,636,631      $ 34,229,357
                                                                                ============      =============



                      The accompanying notes are an integral part of the financial statements.
</TABLE>
                                                          2
<PAGE>
<TABLE>
<CAPTION>

                              AIRTECH INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                               FOR THE SIX MONTHS ENDED NOVEMBER 30, 1999 AND 1998
                                                    UNAUDITED

                                                                                    1999                1998
                                                                                    ----                ----
<S>                                                                            <C>                 <C>

REVENUES
   Product sales                                                                  $ 418,338           $ 640,601
   Franchisee fees                                                                  115,000
   Other revenues                                                                       225
                                                                                ------------         -----------

                        Total revenues                                              533,563             640,601

COSTS AND EXPENSES
   Salaries and wages                                                               385,138
   Cost of sales                                                                    415,649             346,230
   Advertising                                                                       50,195              21,234
   Depreciation and amortization                                                    880,660             337,360
   General & administrative expenses                                                407,332             691,947
                                                                                ------------         -----------
                        Total costs and expenses                                  2,138,974           1,396,771
                                                                                ------------         -----------

LOSS FROM OPERATIONS                                                             (1,605,411)           (756,170)

Interest expense                                                                    (37,276)           (170,817)
                                                                                ------------         -----------
NET LOSS BEFORE INCOME TAXES BENEFIT                                             (1,642,687)           (926,987)

Income taxe benefit                                                                       -                   -
                                                                                ------------         -----------
NET LOSS                                                                        $(1,642,687)         $ (926,987)
                                                                                ============         ===========


LOSS PER COMMON SHARE - BASIC                                                       $ (0.11)            $ (0.09)
                                                                                ============         ===========

LOSS PER COMMON SHARE - DILUTED                                                     $ (0.11)            $ (0.09)
                                                                                ============         ===========



                    The accompanying notes are an integral part of the financial statements.
</TABLE>
                                                        3
<PAGE>
<TABLE>
<CAPTION>

                              AIRTECH INTERNATIONAL GROUP, INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             FOR THE THREE MONTHS ENDED NOVEMBER 30, 1999 AND 1998
                                                    UNAUDITED

                                                                                    1999                1998
                                                                                    ----                ----
<S>                                                                            <C>                 <C>

REVENUES
   Product sales                                                                  $  72,897           $ 168,236
   Franchisee fees                                                                  100,000
   Other revenues                                                                       225
                                                                                ------------         -----------

                        Total revenues                                              173,122             168,236

COSTS AND EXPENSES
   Salaries and wages                                                               168,968
   Cost of sales                                                                     93,100              84,354
   Advertising                                                                       25,555              21,234
   Depreciation and amortization                                                    440,329             317,916
   General & administrative expenses                                                339,539             456,725
                                                                                ------------         -----------
                        Total costs and expenses                                  1,067,491             880,229
                                                                                ------------         -----------

LOSS FROM OPERATIONS                                                               (894,369)           (711,993)

Interest expense                                                                    (18,680)            (48,338)
                                                                                ------------         -----------
NET LOSS BEFORE INCOME TAXES BENEFIT                                               (913,049)           (760,331)

Income taxe benefit                                                                       -                   -
                                                                                ------------         -----------
NET LOSS                                                                        $  (913,049)         $ (760,331)
                                                                                ============         ===========


LOSS PER COMMON SHARE - BASIC                                                       $ (0.06)            $ (0.08)
                                                                                ============         ===========

LOSS PER COMMON SHARE - DILUTED                                                     $ (0.06)            $ (0.08)
                                                                                ============         ===========



                    The accompanying notes are an integral part of the financial statements.
</TABLE>
                                                        4
<PAGE>
<TABLE>
<CAPTION>

                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE SIX MONTHS ENDED NOVEMBER 30, 1999 AND 1998
                                   UNAUDITED

                                                    1999             1998
                                                    ----             ----
Cash flows from operating activities:
<S>                                          <C>               <C>

    Cash received from customers                 $  317,601      $  611,009
    Cash paid to employees                         (385,138)       (299,827)
    Cash paid to suppliers                         (271,555)       (688,123)
                                                ------------    ------------

    Net cash used in operating activities          (339,092)       (376,941)
                                                ------------    ------------

Cash flows from financing activities:

    Advances to Subsidiaries                              -        (132,395)
    Proceeds from issuance of preferred
      stock, net offering costs                           -         112,500
    Repayments of notes payable                     291,828         (20,668)
    Proceeds from issuance of common stock                -         399,060
                                                ------------    ------------

    Net cash provided by financing activities       291,828         358,497
                                                ------------    ------------


Net increase (decrease) in cash                     (47,264)        (18,444)

Cash at beginning of period                          61,808         145,844
                                                ------------    ------------

Cash at end of period                           $    14,544     $   127,400

                                                ============    ============


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

</TABLE>
                                       5
<PAGE>
<TABLE>
<CAPTION>


                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE SIX MONTHS ENDED NOVEMBER 30, 1999 AND 1998
                                   UNAUDITED

                    Reconciliation of Net Income to Net Cash
                          Used in Operating Activities


                                                       1999            1998
                                                       ----            ----
<S>                                               <C>            <C>
Net loss                                          $(1,642,687)      $  (926,987)


Adjustments to reconcile
    net loss to net cash
    used in operating activities:

    Amortization and Depreciation                      880,660          337,360
    Common stock for services                          263,618          150,000
    (Increase) decrease in accounts receivable        (121,434)           9,006
    (Increase) decrease in prepaid expenses                  -            5,218
    (Increase) decrease in other assets                 19,970          (94,756)
    Increase (decrease) accounts payable               144,370          266,363
    Increase (decrease) in accrued expenses            116,411         (123,145)
                                                  -------------    -------------

    Total adjustments                                1,303,595          550,046
                                                  -------------    -------------

    Net cash (used) in operating activities       $   (339,092)     $  (376,941)
                                                  =============    =============








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

</TABLE>
                                       6
<PAGE>
                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Airtech   International  Group,  Inc.  (the  Company),   (formerly   Interactive
Technologies Corporation,  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 a full line of air purification products.

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

The  transaction  was  accounted  for using the purchase  method of  accounting.
Accordingly,  the purchase  price of the net assets  acquired has been allocated
among the net assets based on their relative fair values with $22,297,684 of the
purchase  price  allocated to  intellectual  properties  based on an independent
asset appraisal and $6,487,072 allocated to goodwill. The acquired goodwill will
be amortized using the straight-line method over 20 years.


Principles of consolidation

The accompanying  consolidated financial statements include the general accounts
of the Company and its subsidiaries,  AIC,  Airsopure,  Inc. and McCleskey Sales
and  Service,  Inc.,  each of which  has  fiscal  year  ends of May 31,  and the
Company's  investment in Airsopure 999 LP, a Texas  Limited  Partnership  with a
December  year end. All material  intercompany  accounts and balances  have been
eliminated in the consolidation.


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. For the quarter
ended  November 30, 1999 and 1998,  amortization  expense  totaled  $350,000 and
$305,281, respectively.

Goodwill  recorded  in the  acquisition  of AIC,  is being  amortized  under the
straight-line  method over 20 years. For the quarter ended November 30, 1999 and
1998, amortization expense totalled $81,089 and $12,635, respectively.


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 and  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 years.

                                       7
<PAGE>
                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS



Intellectual properties

In its acquisition of AIC the Company purchased certain intellectual properties.
Costs incurred by the Company in developing its products consisting primarily of
design,  testing and completion of working prototypes,  which are not considered
patentable, are capitalized and will be amortized over the estimated useful life
of the related patents once a unit has been placed in production.


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 and
time deposits with  maturities of less than three months.  None of the Company's
cash is restricted.


Earnings per share

Basic and  diluted  loss per share are based  upon  16,560,440  and  10,637,380,
respectively, weighted average shares of common stock outstanding. No effect has
been  given  to the  assumed  conversion  of  convertible  preferred  stock  and
convertible debentures and the assumed exercise of stock options and warrants as
the effect would be antidilutive.


2.  COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company is currently  obligated under a  noncancellable  operating lease for
its Dallas office facilities which expire in January 2002.

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

         Year ending May 31

               2000                $  28,044
               2001                   59,820
               2002                   42,376
                                  ------------------
                                   $ 130,240
                                  ==================




                                       8
<PAGE>
                        AIRTECH INTERNATIONAL GROUP, INC.
                                AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


3.  FINANCIAL INSTRUMENTS

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

Cash

The Company  maintains its cash in bank deposit and other  accounts , which,  at
times, may exceed federally insured limits.  The Company has not experienced any
losses in such accounts, and does not believes 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.

4.  ASSETS HELD FOR SALE

In February 1998, the Company formally discontinued its Rebate TV operations and
adopted  a plan to  dispose  of the only  asset of this  business  segment,  the
proprietary  software and trademark.  The Company also adopted a plan to dispose
of its FCC  license  rights,  the only asset of its  interactive  video and data
services business segment,  which were never operational.  Management expects to
sell these assets by May 31, 2000.

At  November  30,  1999 and 1998,  net  assets of these  discontinued  operating
segments, stated at the lower of cost or net realizable value, were comprised of
the following:

                                                      1999              1998
                                                  ------------      ------------
     License rights, net of $438,760
       and $438,760, respectively, of
       of accumulted amortization and
       net of license rights payable
       of $540,000                                $ (303,750)       $ (303,750)
     Proprietary software and trademark
       net of $0 and $1,643,53, respectively
       of accumulated amortization                 1,143,750         3,767,512
                                                  ------------      ------------
                                                   $ 840,000        $3,463,762
                                                  ============      ============

5.  STOCK OPTIONS AND WARRANTS

Through the quarter  ended  November  30, 1999 and 1998,  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. The options and warrants expire
between December 1999 and December 2008 and are exercisable at prices from $0.20
to  $22.50  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.  RELATED PARTIES

For the six months ended November 30, 1999, the Chief Executive  Officer and the
President  made cash advances of $20,000 and $20,000 and received  repayments of
$0 and $0,  respectively.  The advances are to be paid as cash is avaiable or by
the issuance of common stock.  These advances are unsecured but bear interest at
15% per annum.

As of November 30, 1999,  advances payable to these officers totaled $20,000 and
$20,000, respectively

                                       9
<PAGE>
                                     PART I

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS

1.       Results of operations

     The  Company's  operations  for the three months  ending  November 30, 1999
resulted in a net loss of $913,049.00  or a $0.06 basic loss per share.  This is
compared  to a loss of  $760,331.00  or $0.08 per  share for the same  period in
1998.

     The Company through its wholly owned subsidiary,  Airsopure Inc.  reflected
increased sales totaling  $173,122 for the three months ended November 30, 1999.
This  was  primarily  the  result  of  sales  of  air  purification   equipment,
installation  and  sales  of  replacement  filters.  This  compares  to sales of
$168,236 for the three months ended  November 30, 1998.  Included in these sales
is a sale of one franchise for 1999 totaling $100,000.00.

     The Company's sales of air purification equipment reflect the completion of
the Company's  efforts to introduce a full line of  commercial  and consumer air
purification and sanitation equipment. The sale of equipment was hampered by the
Company's financing shortfall resulting in a lower inventory of finished goods.

     During the Quarter ended November 30,1999,  the Company made an application
to the Medicare administration on its new Model S-950 and expects an affirmative
response  by February 3, 2000.  At the same time the Company has  announced  the
opening of two Company retail sales stores in Dallas and Las Vegas to facilitate
the sale of the  Company's  home  consumer  products.  The Company  expects this
marketing approach to complement the Medicare market.

     Production  and  sales of the  Model  S-999  auto  unit was  slowed  by the
Company's due diligence in finding a replacement out-sourced  manufacturer.  The
acceptance  of the auto unit in such a new market has been  enhanced  during the
Quarter by the sales and marketing efforts and expenditures of the Company.  The
media attention and the increased  public  awareness of the auto emissions,  for
example  Houston TX.  replacing Los Angeles CA. as the dirtiest US city,  should
allow the unit to gain market  acceptance.  The clinical  efficacy  test results
should be  available  in the  quarter,  triggering  sales to fleet  services and
Police  Departments  to mention  only two end users that will  benefit  from the
unit. The European auto accessory after market continues to review the auto unit
and the Company is reviewing its EU sales strategy.

     The Company's  commercial lines of products continue to have very favorable
after sale  satisfaction.  The  replacement  filter  market is growing and keeps
customer  satisfaction  high.  The Company will be focusing on adding  qualified
Franchisees worldwide to take care of the demand for pure air.

     The Cost of goods sold for the three  months  ended  November  30, 1999 was
$93,100 as compared to $84,354 for the prior  period,  November 30, 1998.  These
costs are higher than Management  anticipates due to the manufacturing  overhead
being  absorbed  by lower sales and the current  lack of  economies  of scale in
purchasing.

     Operating  expenses were  $974,391 for the three months ended  November 30,
1999 compared to $795,875.  for the prior three months ending November 30, 1998.
This increase is primarily due to the full amortization of the intangible assets
acquired in the Merger,  an increase of $122,413.  Salaries and wages along with
General and administration  expenses increased $51,782 due to increased staffing
to promote the Company and its products.

     For the six months ended November 30, 1999 the Company reflects a loss from
operations of $1,642,687,  or $0.11 per share, as compared to a loss of $926,987
or $0.09 loss per share for the comparable period in 1998.

     The six months  comparisons are similar.  Sales reflect two new franchisees
and the inventory liquidity ramifications.  The only expense differences are the
larger  Amortization  expenses  due to the merger  where the expense is $543,300
larger for the six months ended  November  30,1999 than 1998.  Also,  the larger
consulting expense  attributable to the new consumer products brought on line is
reflected in a larger general and administrative category.

                                       10
<PAGE>

2. Liquidity and Capital Resources

     During  the  three and six  months  ended  November  30,  1999 the  Company
continued to fund operations  through revenues,  private sales of securities and
paying  certain  debts and  business  services in Company  common  stock.  As of
November 30, 1999 the Company has invested  $295,385 in accounts  receivable and
$654,563 in Trade  accounts  payable.  As of January 15, 2000, the Company is in
the final  stages  of  negotiation  with a number  of  parties  to  provide  the
financing required to manufacture sufficient inventory and provide the cash flow
for operational support for at least the next year.

3. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
   ACT OF 1995.

     Statements  contained in this document  which are not  historical  fact are
forward looking statements based upon management's current expectations that are
subject to risks and  uncertainties  that could cause  actual  results to differ
materially  from those set forth in or implied  by forward  looking  statements.
These risks are described in the Company's Form 10-KSB for the fiscal year ended
May 31,1999 filed with the Securities and Exchange Commission.


                           PART II. OTHER INFORMATION

Item 1: Legal Proceedings

     On October  26,  1999 the  Company  was named as a  defendant  in an action
entitled  Carlo Gavazzi Inc. v. Airtech  International  Corporation  and Airtech
International Group, Inc., Case no-99-11101-D, County Court No. 4, Dallas Texas.
The suit  alleges  failure to pay invoices on goods  shipped to the Company,  on
goods not shipped,  for raw materials and damage claims totaling a relief sought
of $1,600,000. The Company has answered with affirmative defenses and denied all
of the  allegations.  The Company has sued Carlo  Gavazzi Inc. in a cross action
suit,  joined to the above  styled case seeking a relief of over  $1,000,000  in
damages.  The Company expects to prevail in this suit and has fully reserved for
the delivered goods in the financial statements.

     The  Company  has  been  named  as a  defendant  in  a  number  of  routine
litigations  seeking payment for goods delivered or for services rendered to the
Company.  The  Company  has also had  several  judgements  rendered  against the
Company in the cases.  The Company has  answered  these  causes of action  where
appropriate,  is in negotiation  for settlement  where  appropriate and is under
payment  schedules with others.  The Company has fully reserved for these in the
Financial Statements.


Item 4: Submission of Matters To a Vote of Security Holders

     The Company  held its Annual  Securities  Holders  Meeting on November  26,
1999.  The Securities  Holders  elected R. John Harris,  Dr. Andrew Welch,  M.D.
Robert Galvan as directors of the Company for a term of one year and  re-elected
CJ Comu and John Potter for the same term.




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     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing and has duly caused this  registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Dallas, State of Texas, on January 14, 2000.




                              AIRTECH INTERNATIONAL GROUP, INC.


                              by: /s/ CJ Comu
                              -----------------------------------
                                  CJ Comu, Chief Executive Officer




                              by: /s/ James R. Halter
                              ----------------------------------------
                              Chief Financial Officer, General Counsel


















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