SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) of the
                -------------------------------------------------
                             SECURITIES ACT OF 1934

                  For the Quarterly period ended March 31, 2000
                             Commission File Number

               NATIONAL FRUIT AND VEGETABLE TECHNOLOGY CORPORATION
               ---------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

             Nevada                                       88-0222729
             ------                                       ----------
(State or Other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)


         210 Water Street, Baltimore, Ohio                   43105
         ---------------------------------                   -----
     (Address of Principal Executive Offices)             (Zip Code)

        Registrant's Telephone Number, Including Area Code (740) 862-6300


                    Common Stock, Par Value $0.001 Per Share
                                (Title of Class)

Check whether the issuer:  (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.

[X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                                   84,124,800

                    NUMBER OF COMMON STOCK SHARES OUTSTANDING
                    -----------------------------------------
                                On March 31, 2000
                                -----------------

Traditional Small Business Disclosure Format (Check One):

[X] Yes [ ] No

<PAGE>

ITEM 1. Financial Statements

               National Fruit and Vegetable Technology Corporation
                        (A Development Stage Corporation)
                                 Balance Sheets
                          As of March 31, 2000 and 1999
<TABLE>
<CAPTION>

                                     ASSETS
                                     ------
<S>                                                              <C>           <C>
                                                                     2000           1999
                                                                 -----------   -----------
         Current assets
              Cash                                               $   543,800   $   325,400
              Prepaid expenses                                         3,800         3,800
                                                                 -----------   -----------

                                                                     547,600       329,200
                                                                 -----------   -----------

         Property & equipment                                     14,565,000    13,403,300
              Accumulated depreciation                              -839,800      -725,700
                                                                 -----------   -----------

                                                                  13,725,200    12,677,600
                                                                 -----------   -----------

                     Total assets                                $14,272,800   $13,006,800
                                                                 ===========   ===========



                       LIABILITIES & SHAREHOLDERS' EQUITY
                       ----------------------------------


         Current liabilities
              Current portion of long-term debt                  $    19,300   $    52,000
              Current portion of notes payable to shareholder        400,000       250,000
              Accounts payable                                       153,900       208,400
              Accounts payable - related party                       524,900       371,500
              Accrued expenses                                       264,700       142,400
                                                                 -----------   -----------
                                                                   1,362,800     1,024,300
                                                                 -----------   -----------

         Long-term obligations
              Long-term debt                                            --           3,000
              Capital leases                                          24,800        28,400
              Notes payable to shareholder                              --         150,000
                                                                 -----------   -----------
                                                                      24,800       181,400
                                                                 -----------   -----------

         Shareholders' equity
              Common stock                                            84,200        79,900
              Additional paid-in capital                          20,820,600    18,737,500
              Deficit accumulated during the development stage    -8,019,600    -7,016,300
                                                                 -----------   -----------
                                                                  12,885,200    11,801,100
                                                                 -----------   -----------

                     Total liabilities & shareholders' equity    $14,272,800   $13,006,800
                                                                 ===========   ===========
</TABLE>

 The accompanying Accountants' Review Report and footnotes are an integral part
                         of these financial statements.

                                      F-1

<PAGE>


               National Fruit and Vegetable Technology Corporation
                        (A Development Stage Corporation)
                   Statements of Loss and Accumulated Deficit
                         For the periods ended March 31,
<TABLE>
<CAPTION>

                                                                           Cumulative
                                             Three Months   Three Months     During
                                                Ended          Ended       Development
                                               3/31/00        3/31/99         Stage
                                             -----------    -----------    -----------
<S>                                          <C>             <C>           <C>
Costs and expenses
     General and administrative              $   197,1$          225000    $ 5,406,900
     Depreciation and amortization                29,900         29,900      1,355,600
     Research and development                       --             --          297,100
     Loss on property disposal                      --             --          717,800
                                             -----------    -----------    -----------
            Loss from operations                 227,000        254,900      7,777,400
                                             -----------    -----------    -----------
Other income (expense)
     Interest income                                --             --           83,900
     Interest expense                            -11,000        -13,400       -320,100
     Gain (loss) on sale of assets                  --             --           -6,000
                                             -----------    -----------    -----------
     Net loss                                   (238,000)      (268,300)    (8,019,600)
                                             -----------    -----------    -----------

Accumulated deficit -- Beginning of period    (7,781,600)    (6,748,000)          --
                                             -----------    -----------    -----------
Accumulated deficit -- End of period         $(8,019,600)   $(7,016,300)   $(8,019,600)
                                             ===========    ===========    ===========
Loss per common share
     (Basic and Diluted)                     $    (0.003)   $    (0.003)   $    (0.173)
                                             ===========    ===========    ===========
</TABLE>


 The accompanying Accountants' Review Report and footnotes are an integral part
                         of these financial statements.

                                      F-2

<PAGE>

               National Fruit and Vegetable Technology Corporation
                        (A Development Stage Corporation)
                        Statement of Shareholders' Equity
                  For the periods ended March 31, 2000 and 1999
<TABLE>
<CAPTION>

                                       Common Stock
                               (par value $ .001 per share)  Additional   Accumulated
                                   Shares        Amount   Paid-in Capital   Deficit        Total
                                -----------   -----------   -----------   -----------   -----------
<S>                              <C>          <C>           <C>           <C>           <C>
Balance December 31, 1999        83,452,400   $    83,500   $20,485,100   $-7,781,600   $12,787,000
                                -----------   -----------   -----------   -----------   -----------
Stock issued in exchange for
cash at $ .50 per share (net
of redemptions)                     672,400           700       335,500          --         336,200

Net loss for the period ended
March 31, 2000                         --            --            --        -238,000      -238,000

                                -----------   -----------   -----------   -----------   -----------

Balance March 31, 2000           84,124,800   $    84,200   $20,820,600   $-8,019,600   $12,885,200
                                ===========   ===========   ===========   ===========   ===========



Balance December 31, 1998        79,215,500   $    79,200   $18,370,900   $-6,748,000   $11,702,100
                                -----------   -----------   -----------   -----------   -----------

Stock issued in exchange for
cash at $ .50 per share (net
of redemptions)                     734,500           700       366,600          --         367,300

Net loss for the period ended
March 31, 1999                         --            --            --        -268,300      -268,300


Balance March 31, 1999           79,950,000   $    79,900   $18,737,500   $-7,016,300   $11,801,100
                                ===========   ===========   ===========   ===========   ===========
</TABLE>

 The accompanying Accountants' Review Report and footnotes are an integral part
                         of these financial statements.

                                      F-3

<PAGE>





               National Fruit and Vegetable Technology Corporation
                        (A Development Stage Corporation)
                            Statements of Cash Flows
                              For the periods ended
<TABLE>
<CAPTION>

                                                                                                                 Cumulative
                                                                   Three Months          Three Months              During
                                                                       Ended                Ended                Development
                                                                      3/31/00              3/31/99                  Stage
                                                                 --------------       ----------------       ----------------
Cash flows from operating activities
<S>                                                              <C>                  <C>                    <C>
     Net loss                                                    $     -238,000       $       -268,300       $     -8,019,600
     Adjustments to reconcile net loss to net cash
          used in operating activities:
             Depreciation and amortization                               29,900                 29,900              1,355,600
             Loss on sale of equipment                                    -                     -                       6,000
             Loss on property disposal                                    -                     -                     717,800
             Common stock issued for operating expenses                   -                     -                     311,100
             Sources (uses) of cash from change in:
                 Other                                                    -                     -                      53,500
                 Deposits                                                 -                     -                      -3,800
                 Accounts payable                                        54,000                 77,500                153,000
                 Accounts payable - related party                        36,900                 39,100                524,900
                 Accrued expenses                                         8,300                  8,300                195,500
                                                                 --------------       ----------------       ----------------
                    Net cash used in operating activities              -108,900               -113,500             -4,706,000
                                                                 --------------       ----------------       ----------------

Cash flows  from investing activities

     Purchases of property and equipment                               -383,500               -232,700            -12,410,900
     Sale of property and equipment                                       -                     -                     219,200
                                                                 --------------       ----------------       ----------------
                    Net cash used in investing activities              -383,500               -232,700            -12,191,700
                                                                 --------------       ----------------       ----------------
Cash flows from financing activities

     Proceeds from issuance of long-term debt                             -                     -                   1,112,100
     Principal payments on long-term debt                                -7,600                 -5,900               -697,600
     Proceeds from notes payable to shareholder                           -                     -                     650,000
     Principal payments on notes payable to shareholder                   -                     -                    -175,000
     Proceeds from capital leases                                         -                     -                      90,700
     Principal payments on capital leases                               -10,300                -39,500               -174,400
     Proceeds from issuance of common stock                             361,200                377,300             16,947,200
     Redemption of common stock                                         -25,000                -10,000               -311,500
                                                                 --------------       ----------------       ----------------
                    Net cash provided by financing activities           318,300                321,900             17,441,500
                                                                 --------------       ----------------       ----------------
Increase (decrease) in cash                                            -174,100                -24,300                543,800

Cash -- Beginning of period                                             717,900                349,700                 -
                                                                 --------------       ----------------       ----------------
Cash -- End of period                                            $      543,800       $        325,400       $        543,800
                                                                 ==============       ================       ================
</TABLE>


 The accompanying Accountants' Review Report and footnotes are an integral part
                         of these financial statements.

                                      F-4

<PAGE>


               National Fruit and Vegetable Technology Corporation
                        (A Development Stage Corporation)
                          Notes to Financial Statements
                          As of March 31, 2000 and 1999

         Note 1.  Business Organization

         National  Fruit and  Vegetable  Technology  Corporation  (Company)  was
         incorporated  in Nevada in  December,  1986.  The Company was formed to
         develop a high-speed, high-powered microwave oven capable of processing
         fruits and vegetables. The Company's products will be sold to customers
         in both  wholesale  food  processing  and the food service  industries.
         Initially,  the  Company  intends  to process  baked and  french  fried
         potatoes. As the business develops, it intends to branch out into other
         fruits and  vegetables  using the  microwave  technology  developed  in
         processing  potatoes.   The  Company  has  not  begun  food  processing
         operations  as of the date of these  financial  statements  and has not
         generated any revenues from food processing operations.

         National Fruit and Vegetable Technology Corporation is the successor to
         National Veg-Tec  Corporation  (Veg-Tec).  National Veg-Tec Corporation
         was  incorporated  in 1983.  On  March  2,  1987,  National  Fruit  and
         Vegetable Technology  Corporation acquired National Veg-Tec Corporation
         by exchanging  all of the common shares of National Fruit and Vegetable
         Technology  Corporation's  stock  (49,346,800  shares) on a one-for-one
         basis for  National  Veg-Tec  Corporation's  stock.  As a result of the
         exchange,  the financial  statements are presented as if National Fruit
         and Vegetable  Technology  Corporation  had been in existence since the
         inception of Veg-Tec,  its  predecessor.  Veg-Tec was  incorporated  in
         September, 1983.

         Veg-Tec was formed by  exchanging  stock for  property,  equipment  and
         technology owned by an unincorporated  joint venture. The joint venture
         carried on extensive  research and development in microwave  technology
         and was operated by the  Company's  majority  shareholders.  The assets
         transferred  to  Veg-Tec  were  valued  at the  original  shareholders'
         historical cost, and consisted of:

               Microwave oven technology and
                  related food processing equipment      $       297,000
               Machinery & equipment                             246,200
               Vehicles                                          256,800
               Other assets                                      116,600
                                                         ---------------
                                                         $       916,600
                                                         ===============


                                      F-5
<PAGE>

               National Fruit and Vegetable Technology Corporation
                        (A Development Stage Corporation)
                          Notes to Financial Statements

         Note 2.  Acquisition

         In 1986, the Company acquired Veg-Tec Corporation, an Ohio corporation,
         by exchanging  3,506,400  shares of common stock for all the issued and
         outstanding  stock of  Veg-Tec  Corporation.  The  purchase  price  was
         $503,200 for a note  receivable  and  technology  related to a browning
         oven. The  shareholders  of Veg-Tec  Corporation are also the principal
         shareholders  of the Company.  The assets  acquired  were valued at the
         shareholders'  historical  cost. The transaction was accounted for as a
         combination of entities under common control.

         Note 3.  Summary of Significant Accounting Policies

         Development  Stage  Corporation -- The Company has not started  regular
         operations  and has no  product  sales  to date.  All  noncapitalizable
         expenses  have been  charged  to  operations  in the  period  they were
         incurred.

         Employee  Benefits -- The  Company  has no employee  benefit or pension
         plans.

         Research  and  Development  --  Research  and  development   costs  are
         primarily related to oven testing and integration of related equipment.
         These costs are charged to operations in the period incurred.  Research
         and  development  costs have totaled  $297,100  since  inception of the
         Company.

         Cash  Equivalents  -- For purposes of the statement of cash flows,  the
         Company  considers  all highly  liquid  instruments  purchased  with an
         original maturity of three months or less to be cash equivalents.

         Income  Taxes -- Because  the Company has not  commenced  planned  food
         processing  operations,  no  federal  or  local  income  tax or  county
         property tax returns have been filed.

         Concentration of Credit Risk -- The Company  maintains bank accounts at
         local banks. In some  instances,  the balances may exceed the federally
         insured limit for an individual account.

         Use  of  Estimates  --  The  preparation  of  financial  statements  in
         conformity  with  generally  accepted  accounting  principles  requires
         management to make estimates and  assumptions  that affect the reported
         amount of assets, liabilities,  revenues and expenses and disclosure of
         contingent assets and liabilities. Actual results could differ from the
         estimates and assumptions used.

                                      F-6

<PAGE>

               National Fruit and Vegetable Technology Corporation
                        (A Development Stage Corporation)
                          Notes to Financial Statements



         Supplemental cash flow disclosures -- The Company made no cash payments
         for interest  during the first quarter of 2000.  The Company paid taxes
         in the amount of $5,500  during the three month  period ended March 31,
         2000.

         Note 4.  Property and Equipment

         As of March 31, 2000 and 1999, property and equipment can be summarized
         as follows on a restated basis:
<TABLE>
<CAPTION>

                                                        Construction

                                     In Service          in Progress            Total                  Total
                                     at 3/31/00          at 3/31/00          at 3/31/00             at 3/31/99
                                   ----------------   ------------------  ------------------     ------------------
<S>                                <C>                <C>                  <C>                   <C>
    Land                           $       222,800    $       -            $        222,800      $         191,300
    Buildings                              125,000            2,896,500           3,021,500              2,559,900
    Microwave oven                        -                   1,040,900           1,040,900                941,400
    Processing equipment                  -                   7,497,500           7,497,500              7,198,700
    Machinery                              882,800            1,187,500           2,070,300              1,796,600
    Vehicles                               157,400              553,700             711,100                715,400
                                   ----------------   ------------------  ------------------     ------------------
                                         1,388,000           13,176,100          14,564,100             13,403,300
                                   ----------------   ------------------  ------------------     ------------------
    Depreciation                          (839,800)            -                   (838,900)              (725,700)
                                   ----------------   ------------------  ------------------     ------------------
                                   $       548,200    $       13,176,100  $       13,725,200     $      12,677,600
                                   ================   ==================  ==================     ==================
</TABLE>

                                      F-7

<PAGE>


               National Fruit and Vegetable Technology Corporation
                        (A Development Stage Corporation)
                          Notes to Financial Statements

         Amounts shown as construction in progress  represent the Company's food
         processing plant and the related food processing  equipment.  The plant
         is located in Baltimore,  Ohio, and is under  construction at March 31,
         2000  and  1999.  For  financial  reporting  purposes  depreciation  is
         computed  using the  straight-line  method over the useful lives of the
         assets.  Useful  lives  generally  range from  three to ten years.  For
         income tax  purposes  depreciation  will be  provided  using  MACRS and
         straight-line methods.

         Note 5.  Long-term Debt

         Long-term debt consists of the following as of March 31, 2000:

                        Unsecured debt                            $       1,000
                        Less: amounts due within one year                (1,000)
                                                                  --------------
                             Net long-term debt                   $           0
                                                                  ==============

         The  unsecured  debt is due in April,  2000.  Payments are due monthly,
with no stated interest rate.

         Note 6.  Notes Payable to Shareholder

         The Company had the following  notes payable to a shareholder  at March
31, 2000:

                  Note payable due May, 1999                     $      50,000
                  Note payable due May, 1999                           100,000
                  Note payable due October, 1999                        50,000
                  Note payable due October, 1999                        50,000
                  Note payable due February, 2000                       50,000
                  Note payable due November, 2000                      100,000
                                                                 --------------
                    Total notes payable to shareholder           $     400,000
                                                                 ==============

                                      F-8

<PAGE>


               National Fruit and Vegetable Technology Corporation
                        (A Development Stage Corporation)
                          Notes to Financial Statements

         The  shareholder  notes are all unsecured and bear interest at the rate
         of 11%. The $50,000 note due May, 1999 is personally  guaranteed by the
         officers  of the  Company.  Interest  expense  related  to these  notes
         totaled $11,000 during the first three months of 2000 Interest is to be
         paid to the shareholder with common stock of the Company at the rate of
         $.50 per share. As of March 31, 2000, interest expense has been accrued
         but the shares have yet to be issued.

         Under  the  terms of each  note,  the  shareholder  may  choose to take
         principal  payments  in cash or 50% in  cash  and 50% in the  Company's
         common stock.  If the stock  payment  option were chosen for the entire
         amount  payable,  the  shareholder  would receive  $205,500 and 411,000
         shares of common stock.

         Note 7.  Accounting for Income Taxes

         The  Company  has  incurred  tax  net   operating   losses  during  its
         development  period of  approximately  $7,800,000.  No tax  benefit for
         those  losses  has  been   recorded  in  the   accompanying   financial
         statements,  as the  Company's  history  of  operating  losses  make it
         uncertain that the benefit will  ultimately be recognized.  This method
         of  accounting  for income  taxes is in  accordance  with  Statement of
         Financial Accounting Standards No. 109, "Accounting for Income Taxes."

         As the Company has not commenced planned food processing operations, no
         federal or local income tax returns or county property tax returns have
         been filed. National Fruit and Vegetable Technology Corporation

         Note 8.  Operating Lease

         The Company leases equipment under a noncancelable operating lease that
         expires in August,  2000.  Rent expense  under the agreement was $8,700
         for 1999 and 1998.  Payments under the lease are guaranteed  personally
         by an officer of the Corporation.

         Future minimum rental payments on the operating lease are as follows:

                           2000                      $          5,100
                                                     ================

                                      F-9

<PAGE>


               National Fruit and Vegetable Technology Corporation
                        (A Development Stage Corporation)
                          Notes to Financial Statements

         Note 9.  Capital Leases

         The Company leases equipment under lease agreements expiring on various
         dates  through  2002.  The leases are  capital  leases with the Company
         owning the assets outright at the end of the lease terms.

         At March 31, 2000,  future minimum lease  payments for all leases,  and
         the minimum payments for those leases were as follows:

<TABLE>
<CAPTION>


<S>                                                                              <C>
                         2000                                                    $      18,700
                         2001                                                           17,400
                         2002                                                            9,400
                         2003                                                            2,600
                        thereafter                                                     -
                                                                                 --------------
                                                                                 --------------
                             Total minimum lease payments                               48,100
                         Less: interest portion                                         (4,000)
                                                                                 --------------
                         Present value of net minimum lease payments                    44,100
                         Less: current portion                                         (19,300)
                                                                                 --------------
                           Net long-term lease liability                         $      24,800
                                                                                 ==============
         At March 31, 2000, assets under capital leases were as follows:

                        Food processing equipment                                $      54,400
                        Machinery and equipment                                         74,000
                                                                                  -------------
                        Less: Accumulated depreciation                                 (50,400)
                                                                                  -------------
                        Net assets under capital lease                           $      78,000
                                                                                  =============
</TABLE>

                                      F-10

<PAGE>



               National Fruit and Vegetable Technology Corporation
                        (A Development Stage Corporation)
                          Notes to Financial Statements

         Note 10.  Related Party Transactions

         The Company rents a storage  facility owned by an entity  controlled by
         the officers and principal  shareholders of the Corporation.  The lease
         arrangement  is  renewable  on an annual  basis.  Rent  expense for the
         facility was $200,000 in 1999 and 1998.  Management has determined that
         the  rental  rates  charged do not exceed  fair  market  rates for this
         geographic area. As of March 31, 2000 and 1999, this related entity has
         a balance due from the Company of $524,000 and $371,500, respectively.

         From  time to  time,  the  Company  has  borrowed  funds  from  various
         shareholders.  At March 31,  2000 and  1999,  a total of  $401,000  and
         $43,000 was due to various  shareholders.  Interest expense incurred on
         this indebtedness  amounted to $44,000 and $27,200 respectively in 1999
         and 1998.

         Note 11.  Going Concern

         The Company has been in the  development  stage since its  inception on
         September 14, 1983. To date, the Company has not begun food  processing
         operations and has not generated revenues.  The accompanying  financial
         statements  have been  prepared  assuming  the Company  will be able to
         operate  profitably.  Realization  of a major  portion of the assets is
         dependent on the Company's  ability to place the microwave  oven system
         into  operation on a profitable  basis,  the outcome of which cannot be
         determined  at this time. As of March 31, 2000,  the Company  needed to
         raise additional  funding to complete the construction of its Baltimore
         plant and provide working capital to initiate  operations.  To date the
         Company  has  been  able to  raise  equity  capital  for  construction.
         Management's  plans  include  an equity  offering  to raise  additional
         capital.  Management is of the opinion that adequate equity funding can
         be  obtained  to begin  operations.  The  financial  statements  do not
         include  any  adjustments  that might  result from the outcome of these
         uncertainties.

                                      F-11

<PAGE>

ITEM 2:  Management's Discussion and Analysis or Plan of Operation


         Statements   contained   herein  that  are  not  historical  facts  are
forward-looking  statements  as that term is defined by the  Private  Securities
Litigation  Reform  Act  of  1995.   Although  the  Company  believes  that  the
expectations  reflected in such forward-looking  statements are reasonable,  the
forward-looking  statements  are subject to risks and  uncertainties  that could
cause  actual  results to differ  from those  projected.  The  Company  cautions
investors  that  any  forward-looking  statements  made by the  Company  are not
guarantees of future  performance and that actual results may differ  materially
from  those in the  forward-looking  statements.  Such  risks and  uncertainties
include, without limitation: well established competitors who have substantially
greater financial resources and longer operating histories, regulatory delays or
denials,  the  Company's  ability to  compete as a start-up  company in a highly
competitive market, and access to sources of capital.

         The  Company  has not  received  revenues  from  operation  during  the
two-year period immediately preceding the filing of this Amended Form 10-SB.

Plan of Operation

         During the past year,  the Company  has focused on creating  its potato
processing  facility.  During the last quarter of 1999, the Company concentrated
on enhancing the facility's  automated weighing,  bagging and packaging line. By
the end of December  1999,  the Company's  entire  facility ran smoothly and was
able  to  process  raw  potatoes  into  cooked  and  packaged  potato  products.
Management focused on processing potatoes into french fries and has been able to
run the  Company's  facility  all day long and process,  cook,  bag and store in
french fry product.

         During the first quarter of 2000, the Company's  operations  focused on
refining the packaging process. Hundreds of thousands of pounds of potatoes were
processed in order to refine the packaging process. The Company was able to test
different  plastic  bagging  materials  and selected the  materials  deemed most
compatible the Company's machinery.

         During this same time,  Management was able to test packaging materials
with a view to increasing the "shelf life" of the processed product. The Company
believes that most of its customers (restaurant chains) will desire a shelf life
of 30 days. Though its testing program,  the Company has been able to extend the
shelf life of its products from 2 days to approximately 35 days. Optimally,  the
Company would like to see a shelf life of 45 days for its products.  Such a goal
may be limited,  however,  by limitations of available  bagging  materials.  The
Company  is  attempting  to  reach  its  shelf  life  goal  without  the  use of
preservatives or other chemicals which would complicate the Company's processing
line.

                                       2

<PAGE>

         The Company also has been able to test boxing materials for the storage
and delivery of its bagged potato products.  Once suitable boxing materials were
found, management designed artwork for its boxes and bags.

         First  quarter  efforts  also were  focused on  reducing  the number of
defective fries created while processing  potatoes.  Management believes that by
the end of March 2000 the Company  was able to process  potatoes in fries with a
ratio of 10,000  usable  fries to every 1 unusable  fry.  The  Company  hopes to
improve  this ratio to 100,000 to 1.  Management  believes  that such a ratio in
necessary to successfully market the Company's products.

         One of byproducts of the Company's  potato  processing is starch in the
waste water created. The Company has created a de-starching  equipment which has
been added to the Company's facilities. The Company recovers the starch from the
waste water and intends to sell that starch. The treated water is then reused in
the  processing  facility.  This  recycling  process,  along with  attention  to
recycling other wastes created, earned the Company certification by the Ohio EPA
as an environmentally friendly company.

         The move to full  production in 2000 has been hampered by problems with
the Company's  well water system.  In December 1999,  management  noticed that a
large  amount of sand was coming  from one of its  high-volume  industrial  well
water  systems.  The Company  hired a  professional  well-testing  company which
determined  that the sell had developed  major holes in its casing and that part
of the well had collapsed.  The Company contracted with a well-drilling  company
to replace the casing and install a new  deep-well  filter and a new  industrial
high-volume  pumping system. Work on this problem was not completed until May of
2000.

         During  the first  quarter  of 2000,  the  Company's  sales  staff gave
numerous tours to prospective  customers.  Some restaurant chains have expressed
interest in test marketing the Company's  products.  During the second and third
quarters of 2000,  the  Company's  sales  staff will  attempt to enter into test
marketing agreements and complete such test marketing.

         When the  Company is in full  operations,  including  a complete  sales
staff,  management  anticipates  that the Company will employ  approximately  32
individuals to serve as clerical and operations  staff and eight (8) individuals
to work as sales  staff.  Management  expects to deliver and invoice  product to
restaurant customers during the third quarter of 2000.

         At  the  same  time,   management   anticipates   expanding  processing
operations.  Such  operations will require  additional  personnel to work in the
Company's  product control  laboratory and operate the Company's  processing and
storage facilities. Management anticipates operating its facilities with a total
of approximately 40 people, which includes sales,  production and administrative
personnel.

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<PAGE>

         Management  intends to fund operations in the third and fourth quarters
of 2000 with cash on hand.  If  additional  cash is  required,  the Company will
obtain such cash either  through  conventional  financing or loans from existing
shareholders.  Management  intends to limit  further  private  offerings  of the
Company's securities. Given the fact that the Company's facilities and equipment
are  unencumbered,   management   believes  that  continued  financing  will  be
available. Indeed, on June 21, 2000, management obtained a line of credit in the
amount of  $500,000  at the Fifth  Third Bank in  Columbus,  Ohio.  This line of
credit is secured by the  Company's  accounts  receivable  and its  inventory of
processed goods.  Management has the ability to draw down on this line of credit
as it  deems  necessary.  Also,  management  believes  that  it has  had  strong
shareholder support for its operations and that any additional cash necessary to
commence operations will be available.  With this line of credit and shareholder
support,  management  believes that it has the ability to fund operations during
the next twelve months.

         Once operations are under way, management of the Company intends to add
staff,  equipment and continued research and development with revenues generated
from sales.  Once the Company's  facilities are in full  commercial  production,
management  believes that it can satisfy the Company's cash requirements for the
next 12 months with its revenues from sales.

         Nonetheless,  the Company's  cash flow could be negatively  impacted by
unforeseen events, such as the collapse of the chasing on one of Company's water
wells as described above. Such events may create cash needs beyond the Company's
current  ability to meet such  needs.  In  addition,  the  Company's  ability to
generate  sales could be impacted  upon by such factors as  availability  of raw
potatoes and other supplies provided by third parties over which the Company has
no control. Delays or failures on the part of such third-party suppliers to meet
their  obligations  to the  Company  could  cause the  Company to fall behind in
meeting any  obligations it may have to its  customers.  Given the fact that the
Company has not operated in full production with on going sales, it is difficult
for  management  to predict with any certainty the degree to which such problems
could exist and the  magnitude of the impact of such problems upon the Company's
ability to operate.

                                       4

<PAGE>

                                     PART II
                                Other Information

ITEM 1:  Legal Proceedings

         The  Company is not a party to, and none of the  Company's  property is
subject to, any pending or threatened  legal,  governmental,  administrative  or
judicial proceedings.

ITEM 2:  Changes in Securities and Use of Proceeds

         None.

ITEM 3:  Defaults Upon Senior Securities

         None.

ITEM 4:  Submission of Matters to a Vote of Security Holders

         No matters have been submitted to a vote of the security holders during
the  period  covered  by this  report  through  the  solicitation  of proxies or
otherwise.

ITEM 5:  Other Information

         None.

ITEM 6:  Exhibits and Reports on Form 8-K

A.       Exhibits

   (2)   Plan of acquisition, reorganization, liquidation or succession:
         NONE.

   (3)   (i)  Articles of Incorporation *
         (ii) By-laws *

  (27)   Financial Data Schedule.

* Incorporated by reference from the Registrant's Form 10-SB.

B.       Reports on Form 8-K.

         The  Registrant  did not file  reports on Form 8-K  during the  quarter
covered by this report.

                                       5

<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

Dated: June 23, 2000.

                    NATIONAL FRUIT AND VEGATABLE TECHNOLOGY CORPORATION

                    By /s/ Daniel K. Cashman
                    ------------------------
                           Daniel K. Cashman
                           President

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