SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                   For the fiscal year ended January 31, 2000
                         Commission File Number 1-4338

                              EAC INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                                                           <C>
               New York                                                                       21-0702336
(State or other jurisdiction of                                              (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>

                               2111 Claridge Lane
                              Northbrook, IL 60062
              (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 847-509-8657
        Securities registered pursuant to Section 12 (B) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:
                  Common Stock, $.10 par value (Title of Class)
                          ----------------------------

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  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 .

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrants'  knowledge,  in definitive  proxy or information  statement
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

     Issuers revenues for the most recent fiscal year - $1,510,608.

     The aggregate  market value of voting stock held by  non-affiliates  of the
registrant as of April 30, 2000 was $___________

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


As of April 30, 2000, the registrant had outstanding  2,885,521 shares of Common
Stock ($.10 par value).


<PAGE>
                                     PART I

ITEM 1.           BUSINESS

The  Registrant  (also  referred to as "EAC" or "the  Company") was organized in
1958 as a New York  corporation.  The common  stock of the Company is  currently
traded on the over-the-counter market and the principal market makers are Bishop
Rosen & Company and Troster, Singer Corporation.

The Company currently has one operating  subsidiary,  Flexible Printed Products,
Inc.  ("Flexible").  The  business  and certain of the assets of  Flexible  were
acquired on December 11, 1994. Flexible produces and prints on plastic, pre-cure
in-mold heat transfer labels for the identification and decoration of rubber and
silicone  hoses,  belts and tire patches.  Flexible's  sales were  backlogged at
approximately  $55,000 at January  31,  2000 and  $60,000 at January  31,  1999.
Flexible  believes  that it can  fulfill  its 2000  backlog  on a timely  basis.
Flexible faces strong  competition in its business and its  competition has been
mainly on the basis of quality,  service and price. Flexible employs 14 persons,
none of whom are represented by unions.

In June 1998, the Company  completed the sale of substantially all of the assets
of Goodren Label  Corporation  (formerly Athena  Packaging Inc.).  Goodren Label
Corporation ("Athena"), is a wholly owned subsidiary of the Company which was in
the business of producing printed,  laminated,  embossed and hot stamped labels,
wraps, seals and decals for the cosmetics,  pharmaceutical and health and beauty
aids  industries.  The  aggregate  sales price of $277,000  including  inventory
valued at the lower of cost or market. Simultaneously with the sale, the Company
entered into a  consulting  agreement,  valued at $75,000,  with the buyer which
terminated 180 days after the closing

On March 1, 1999,  the Company  completed  the sale of the  operating  assets of
Goodren  Products  Corporation  ("Goodren"),  a  wholly-owned  subsidiary of the
Company,  for a price of  $400,000  plus the  assumption  of all  trade  payable
liabilities.   Goodren  was  in  the   business  of  designing   and   providing
point-of-purchase  advertising  displays and wall  decorations  on  semi-durable
plastic.

In-Mold Heat Transfer Labels

Flexible  produces and markets  in-mold,  pre-cure heat  transfer  labels to the
rubber and silicone  industry  primarily for  identification  and  decoration of
hoses and belts.  Other  products  include  post cure heat  transfer  labels for
rubber patches, tires and other rubber and silicone products.

Flexible's  products are sold  nationwide  primarily to rubber and silicone hose
and  belt  manufacturers,  principally  by its  in-house  sales  personnel.  The
remainder is sold by a limited number of manufacturers' representatives.

Management  believes that the total in-mold  decal/label  market for  decorating
rubber  hoses and belts is  approximately  $10  million  with  Flexible's  share
estimated at approximately  15%. The Company estimates that  approximately  five
companies compete directly with Flexible, including the parent company of one of
its customers. Flexible is a service business which competes on the basis of its
ability to produce and deliver high quality printing on short notice.


<PAGE>
ITEM 2.           PROPERTIES

The  following  table  shows  the  location  of each  plant or  facility  of the
Registrant  and  its  subsidiaries  and  sets  forth  related  information.  The
properties  listed below are believed  adequate to serve the Company's needs for
the foreseeable future.
<TABLE>
<CAPTION>

                                                Approx.     Lease
                                                Area       Expiration       Annual
                                               (Sq. Ft.)     Date           Rental      Principal Use

<S>                                             <C>         <C>            <C>          <C>
1600 North Orangethorp Avenue
Anaheim, California                             7,500       3/2001         $41,600      Manufacturing and general office for
                                                                                        Flexible

2111 Claridge Lane
Northbrook, Illinois                              600        Month to       $7,800      Office space and headquarters
                                                             Month                      for the Company

</TABLE>

ITEM 3.           LEGAL PROCEEDINGS

There are no legal  proceedings  to which the  Company or its  subsidiaries  are
subject.

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

Not Applicable


<PAGE>
                                     PART II

ITEM  5.          MARKET FOR REGISTRANT'S COMMON EQUITY
                  AND RELATED STOCKHOLDER MATTERS

The Company's  stock is traded on the  over-the-counter  market.  Bishop Rosen &
Company (212-602-0681) and Troster,  Singer Corporation are the principal market
makers.  As of April 30, 2000,  the Company  believes  there were  approximately
[1,650]  shareholders of record.  No dividends have been declared or paid during
the past two fiscal years.  The following table sets forth, by fiscal  quarters,
the closing bid prices of the  Registrant's  Common Stock per share for 2000 and
1999:
<TABLE>
<CAPTION>

                             2000                                                1999
                   -----------------------------------------------     --------------

<S>                                         <C>    <C>                                              <C>    <C>
                   First Quarter            $    1/8                   First Quarter                $    1/8
                   Second Quarter                1/32                  Second Quarter                    1/16
                   Third Quarter                 1/8                   Third Quarter                     1/16
                   Fourth Quarter                1/16                  Fourth Quarter                    1/8
</TABLE>

The volume of trading is sporadic and  infrequent  and the prices quoted may not
be representative.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS

Continuing Operations

In fiscal 2000, the Company had a net loss from continuing operations of $85,198
($.03 per  share) as  compared  to a net loss of  $426,040  ($.15 per  share) in
fiscal  1998.  This  improvement  was due to a 5% increase in sales and improved
gross profit margins realized by Flexible.  The increased gross profit margin is
a result of  reductions  in raw material and labor  costs.  In addition,  during
fiscal  2000,  the  Company  was  able  to  reduce  its  operating  overhead  by
approximately   $140,000  due  to   reductions   in  marketing   costs  and  the
implementation of cost savings techniques  initiated by management.  The Company
also earned  approximately  $56,000 in interest and other income, an increase of
$46,000 over the prior year.

Discontinued Operations

In June 1998, the Company  completed the sale of substantially all of the assets
of Goodren Label  Corporation  (formerly Athena Packaging Inc.) for an aggregate
sales  price of  $277,000  including  inventory  valued  at the lower of cost or
market. On March 1, 1999, the Company completed the sale of the operating assets
of Goodren  Products  Corporation  ("Goodren")  for a price of $400,000 plus the
assumption  of  all  trade  payable  liabilities.  See  Note 2 of  Notes  to the
Consolidated   Financial   Statements   for  a  further   description  of  these
transactions.


<PAGE>
For the fiscal 2000 year, these discontinued  subsidiaries  reported a loss from
operations  of $57,502 as compared to a loss in the prior year of $101,264.  The
gain  realized  from the sale of the  assets of  Goodren  (in  fiscal  2000) was
$240,218 and from Athena (in fiscal 1999) was $87,274.

Net Loss

Consolidated  net income for the year ended  January 31, 2000 was $97,518  ($.03
per share) compared to a loss of $44,030 ($.15 per share) for the previous year.

Inflation

The  Company  expects  any  inflation  to be  moderate  and to be offset by cost
reduction programs and selling price increases.

Financial Resources and Liquidity

The Company  had working  capital of $421,729 as of January 31, 2000 as compared
to $425,128 as of January 31, 1999. The Company and its subsidiaries are current
on all of their accounts payable and accrued expenses.

In March 1996, the Company entered into an agreement to make quarterly  payments
of $7,548 against a union pension withdrawal  liability/shortfall  (see Note 10c
of Notes to the Consolidated Financial Statements).  Subsequently,  on September
30, 1996, the Company and Goodren  entered into a Settlement  Agreement with the
Trustees of the union pension plan whereby  Goodren's pension fund liability was
reduced  from  $560,000 to $360,000  payable in 80 equal  quarterly  payments of
$8,752  including annual interest at a rate of 8%. In December 1997, the Company
entered into a Hardship  Settlement  Agreement with the Trustees  whereby it was
able to reduce  its  quarterly  payments/obligations  to $3,000  because  of the
Company's poor financial condition.  If the Company's financial condition should
improve so that there  would be no  hardship  in making  future  payments  (i.e.
payment of the  withdrawal  liability  does not impede its ability to  operate),
then the Plan may terminate the Hardship  Settlement  and require the Company to
make all payments due after the date of such  improvement in accordance with the
original Settlement  Agreement.  Should this occur, then the Company's quarterly
payment  would revert back to $8,752.  The Company  continues to make  quarterly
payments of $3,000  (including  interest) and believes that such payments can be
funded from cash generated by the continuing operations of Flexible.  Based upon
the Company's current  operating  results,  management  believes that there is a
good likelihood  that they can negotiate a permanent  $3,000 per quarter payment
plan.  The gains  realized from these  reduced  payments will be recognized on a
quarterly  basis under the  standards  of SFAS 15,  "Accounting  for Debtors and
Creditors for Troubled Debt Restructuring".  However, should the payments revert
back to $8,752 per quarter,  the Company would  accordingly cease reflecting the
gains currently being recorded quarterly in accordance with SFAS 15.

The Company  believes that funds to be generated from operations and its cash on
hand  will be  sufficient  to fund  planned  operations  for at  least  the next
12-month period. The Company (primarily  Flexible) does not anticipate any major
capital expenditures during the next year.


<PAGE>
ITEM  7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Index to Consolidated Financial Statements
<TABLE>
<CAPTION>

                                                                                                        Page Number

<S>                                                                                                           <C>
                  Independent Auditors' Report                                                            F - 1
                  Consolidated Balance Sheets                                                             F - 2
                  Consolidated Statements of Operations                                                   F - 3
                  Consolidated Statement of Changes in Shareholders' Equity                               F - 4
                  Consolidated Statements of Cash Flows                                                   F - 5
                  Notes to the Consolidated Financial Statements                                          F - 6
</TABLE>

ITEM  8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE:

                  None



<PAGE>
                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS ACT

The following table sets forth the names of the nominees for the election to the
Board of Directors,  their business experience during the past five years, their
positions, if any, with EAC, their previous terms as directors and the number of
Shares of Common Stock of EAC owned  beneficially  by each of them as of January
31, 2000. Each nominee's  Common Stock ownership  represents less than 1% of the
aggregate amount of Common Stock outstanding,  except for Peter B. Fritzsche and
P. Bartley Fritzsche whose beneficial ownership represents approximately 33% and
1% respectively of the outstanding Common Stock of the Company.
<TABLE>
<CAPTION>

                                                                                        Common Stock
                                                                                Director   Owned Beneficially

Name                      Principal Occupation for Last 5 Years                 Since         As of 1/31/00
----                      -------------------------------------                 -----         --------------

<S>               <C>                                                           <C>             <C>
Peter B. Fritzsche(1)     Chairman of the Board of Directors, President         1991 and        943,208(2)
     Age 64               and CEO and Assistant Secretary, EAC - July           from
                          1992 to present; Chairman of the Board of             1978-
                          Director and Assistant Secretary, EAC -               1990
                          December 1991 to July 1992; Yale University
                          Development Office, New Haven, CT - January
                          1992 to July 1994; consultant - 1990 to 1992;
                          Director of EAC - 1989 to 1990; Chairman of
                          the Board of Directors, President and CEO,
                          EAC - 1979 to 1989.

E. Donald McKenzie, Jr.   President, Supercoups, Inc. Avon, MA (printer         1994              1,000
     Age 47               of coupons) 1997 to present; Vice President -
                          Sales and  Marketing,  Health Tour,  Inc.  (agency for
                          temporary help /  occupational  therapists) - January,
                          1996-1997;     President    Graphic    Systems    West
                          (manufacturers'     representative     for    printing
                          equipment), Irvine, CA - 1991 to 1995.

John B. Millet, Jr.       President and Owner of Mohawk Metal                   1994             38,254
     Age 57               Products Co., Utica, NY (suppliers to the retail
                          petroleum industry) - since 1977.

P. Bartley Fritzsche(1)   Regional Account Manager, Neuberger &                 1994             38,000
     Age 30               Berman Management Inc., Chicago, IL.
                          Financial Services Company; John Marshall Law School -
                          1993-1997 (LLB); Account Representative, John Nuveen &
                          Co., Chicago, IL - 1991 to 1993.

</TABLE>
     (1)  Peter B. Fritzsche and P. Bartley Fritzsche are father and son.

     (2)  Includes 942,408 Shares held directly or through an IRA and 800 Shares
          held of record by Mr. Fritzsche's spouse,  whose beneficial  ownership
          may be attributable to Mr. Fritzsche, but which he disclaims.

ITEM 10.          EXECUTIVE COMPENSATION

Set  forth  below is the  compensation  paid to the  executive  officers  of the
Company and its Goodren Products Corporation  subsidiary (which was sold on July
1, 1999) and for all such persons as a group:
<TABLE>
<CAPTION>

Name and                                                     All Other
Principal Position         Year        Salary      Bonus   Compensation
------------------         ----        ------      -----   ------------

<S>                          <C>      <C>          <C>       <C>
Peter B. Fritzsche        FY 2000     $132,000     $ -0-     $ -0-
Chairman and CEO          FY 1999     $132,000     $ -0-     $ -0-
                          FY 1998     $132,000     $ -0-     $ -0-

Steven Mann (1)           FY 2000     $ -0-        $ -0-     $ -0-
President and Goodren     FY 1999     $165,697     $ -0-     $ -0-
Products Corp.            FY 1998     $179,372     $ -0-     $ -0-

Total                     FY 2000     $132,000     $ -0-     $ -0-
                          FY 1999     $297,657     $ -0-     $ -0-
                          FY 1998     $311,372     $ -0-     $ -0-

</TABLE>
<PAGE>
     (1)  Mr. Mann had an employment contract,  renewable annually, which called
          for  base  compensation  of  $155,000  (subject  to  annual  inflation
          adjustments)  and a bonus  equal to 5% of  Goodren's  total  operating
          income,  provided that  operating  income was in excess of $650,000 in
          the pertinent fiscal year. Mr. Mann was not paid a discretionary bonus
          in fiscal 1997, fiscal 1998 or fiscal 1999.

Board members who are not  employees  (three  presently)  are paid fees equal to
$4,000 per year, plus $1,250 for each board or committee meeting attended.  Each
non-employee  director  earned $9,000 during the fiscal year,  having attended a
total of five  board or  committee  meetings.  As of  September  30,  1999 Board
members  agreed  to waive  board  compensation  while  the  Company's  financial
hardship situation continues.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                  PRINCIPAL HOLDERS OF SECURITIES

To the best knowledge of EAC, as of January 31, 2000 the only  beneficial  owner
of 5% or more of EAC's Common Stock was:
<TABLE>
<CAPTION>

                                                        Amount
                  Principal Name and Address         Beneficially     Percent of
Class             of Beneficial Owner                   Owned            Class
-----             -------------------                   -----            -----

<S>               <C>                                  <C>                <C>
Common Stock      Peter B. Fritzsche                   943,208            33%
                  EAC Industries, Inc.
                  2111 Claridge Lane
                  Northbrook, Illinois  60062-8615
</TABLE>

As of that date,  all directors and officers as a group owned  1,020,462  Shares
(35%). See Item 9 above for additional information.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See Item 9 above for relevant information.


<PAGE>
                                     PART IV

ITEM 13.          EXHIBITS, FINANCIAL STATEMENTS AND REPORTS
                  ON FORM 8-K

                  (a)  1.  Financial Statements

                           Consolidated  Financial  Statements of the Registrant
                           (Included in Part II, Item 7)

                       2.  Exhibits

                           (22) Subsidiaries of the Registrant
                                Goodren Products Corporation
                                Flexible Printed Products, Inc.
                                Athena Packaging, Inc.
                           (27) Financial Data Schedule

                  (b) Reports on Form 8-K

                      None


<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                            EAC INDUSTRIES, INC.
                                                                    (Registrant)

                                                       By: /s/Peter B. Fritzsche
                                                              Peter B. Fritzsche
                                                      President, Chief Executive
                                                 Officer and Principal Financial
                                                          and Accounting Officer

Date: May 12, 2000


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                                                                                             <C> <C>
/s/ Peter B. Fritzsche                                                                                      May 12, 2000
---------------------------------
Peter B. Fritzsche, Director

/s/ P. Bartley Fritzsche                                                                                    May 12, 2000
-----------------------------------
P. Bartley Fritzsche, Director

/s/ John B. Millet, Jr                                                                                      May 12, 2000
----------------------------------
John B. Millet, Jr., Director

/s/ E. Donald McKenzie, Jr.                                                                                 May 12, 2000
-------------------------------------
E. Donald McKenzie, Jr., Director

</TABLE>

<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
EAC Industries, Inc.
Northbrook, Illinois

We have audited the accompanying  consolidated balance sheets of EAC Industries,
Inc.  and  subsidiaries  as of  January  31,  2000  and  1999  and  the  related
consolidated statements of operations,  changes in shareholders' equity and cash
flows for the two year period ended January 31, 2000. These financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion the consolidated  financial  statements referred to above present
fairly, in all material respects, the financial position of EAC Industries, Inc.
and  subsidiaries  as of  January  31,  2000  and 1999  and the  results  of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

                                                    /s/ Lazar Levine & Felix LLP
                                                        LAZAR LEVINE & FELIX LLP

New York, New York
May 8, 2000
<PAGE>
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                         AS OF JANUARY 31, 2000 AND 1999
<TABLE>
<CAPTION>

                                                           - ASSETS -

                                                                                                 2000                    1999
                                                                                          ----------------        ------------
CURRENT ASSETS:

<S>           <C>                                                                             <C>                 <C>
   Cash (Note 3d)                                                                             $     552,096       $     467,910
   Accounts receivable - net of allowance for doubtful accounts of $20,000
     for 2000 and 1999 (Note 3d)                                                                    159,666             180,161
   Inventories (Notes 3e and 4)                                                                      74,746              60,041
   Prepaid taxes and expenses                                                                        22,672              20,878
   Due from buyer (Note 2)                                                                          110,000                  -
   Net assets of discontinued operations (Note 2)                                                        -              206,135
                                                                                            ---------------      --------------

TOTAL CURRENT ASSETS                                                                                919,180             935,125
                                                                                             --------------      --------------

PROPERTY, PLANT AND EQUIPMENT, NET (Notes 3f, 5 and 7)                                              260,668             224,885
                                                                                             --------------      --------------

OTHER ASSETS:
   Costs in excess of net assets acquired (Note 3g)                                                 148,233             162,621
   Due from buyer (Note 2)                                                                           60,000                  -
   Other assets                                                                                       5,184               4,404
                                                                                           ----------------    ----------------
                                                                                                    213,417             167,025
                                                                                             --------------      --------------

                                                                                               $  1,393,265       $   1,327,035
                                                                                               ============       =============

                                               - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:

   Accounts payable                                                                           $     154,613      $      143,899
   Accrued expenses (Note 6)                                                                        279,402             319,353
   Long-term debt - current portion (Note 7)                                                         63,436              46,745
                                                                                            ---------------     ---------------

TOTAL CURRENT LIABILITIES                                                                           497,451             509,997
                                                                                             --------------      --------------


LONG-TERM DEBT - NET OF CURRENT PORTION (Note 7)                                                    319,175             337,917
                                                                                             --------------      --------------


COMMITMENTS AND CONTINGENCIES (Note 10)

SHAREHOLDERS' EQUITY (Note 8):

   Common stock, $.10 par value; 20,000,000 shares authorized; 2,892,819
     shares issued                                                                                  289,282             289,282
   Capital in excess of par value                                                                10,546,048          10,546,048
   Accumulated deficit                                                                          (10,210,089)        (10,307,607)
                                                                                               ------------       -------------
                                                                                                    625,241             527,723
   Less:   Common stock in treasury, 7,298 shares at cost                                           (48,602)            (48,602)
                                                                                            ---------------     ---------------

                                                                                                    576,639             479,121
                                                                                             --------------     ---------------

                                                                                               $  1,393,265       $   1,327,035
                                                                                               ============       =============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.
<PAGE>
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                                      Year Ended January 31,
                                                                                                       2000               1999

<S>                                                                                                 <C>              <C>
NET SALES                                                                                           $1,510,608       $1,436,489
                                                                                                 -------------   --------------

COSTS AND EXPENSES:

    Cost of products sold                                                                              985,053        1,058,519
    Selling, general and administrative expenses                                                       661,065          803,707
                                                                                                 -------------   --------------
TOTAL COSTS AND EXPENSES                                                                             1,646,118        1,862,226
                                                                                                 -------------   --------------

(LOSS) FROM OPERATIONS                                                                                (135,510)        (425,737)
                                                                                                 -------------   --------------

OTHER INCOME (EXPENSE):

    Interest expense                                                                                    (5,510)         (10,417)
    Interest and other income                                                                           55,822           10,114
                                                                                                 -------------   --------------
                                                                                                        50,312             (303)
                                                                                                 -------------   --------------

(LOSS) BEFORE PROVISION FOR INCOME TAXES                                                               (85,198)        (426,040)

    Provision for income taxes  (Notes 3h and 9)                                                       -                     -
                                                                                                 -------------   --------------

(LOSS) FROM CONTINUING OPERATIONS                                                                      (85,198)        (426,040)
                                                                                                 -------------   --------------

DISCONTINUED OPERATIONS (Note 2):

    Loss from operations of discontinued subsidiary - net of taxes                                     (57,502)        (101,264)
    Gain on disposal of operating assets of discontinued subsidiary - net of taxes                     240,218           87,274
                                                                                                 -------------   --------------
                                                                                                       182,716          (13,990)
                                                                                                 -------------   --------------

NET INCOME (LOSS)                                                                                $      97,518     $   (440,030)
                                                                                                 =============     ============

BASIC INCOME (LOSS) PER SHARE  (Note 3i)
    Continuing operations                                                                              $(0.03)          ($0.15)
    Discontinued operations                                                                              0.06                -
                                                                                                 -------------   --------------
                                                                                                       $ 0.03           $(0.15)
                                                                                                 =============     ============


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                                           2,885,521        2,837,427
                                                                                                 =============     ============

</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.
<PAGE>
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                 Capital in                         Common              Total
                                      Number of         Common     Excess            Accumulated    Stock in         Shareholders'
                                      Shares         Stock        of Par             Deficit        Treasury           Equity
                                  -------------   ----------------------------------------------   -----------      -------------

<S>                <C> <C>            <C>            <C>           <C>              <C>               <C>         <C>
Balance at January 31, 1998           2,319,285      $231,929      $10,504,380      $ (9,867,577)     $(50,600)   $       818,132

Sale of common stock                    573,534        57,353           41,668           -               1,998            101,019

Net loss for the year                   -              -                   -            (440,030)       -                (440,030)
                               ----------------------------------------------------------------- --------------   ---------------

Balance at January 31, 1999           2,892,819       289,282       10,546,048       (10,307,607)      (48,602)           479,121

Net income for the year                 -              -                   -              97,518        -                  97,518
                               --------------------------------------------------------------------------------- ----------------

BALANCE AT
  JANUARY 31, 2000                    2,892,819      $289,282      $10,546,048      $(10,210,089)     $(48,602)   $       576,639
                                      =========      ========      ===========      ============      ========    ===============

</TABLE>






















                       The  accompanying  notes  are an  integral  part of these
                       consolidated financial statements.
<PAGE>
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                        Year Ended January 31,
                                                                                                       2000            1999
                                                                                                   ------------  -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                                                  <C>              <C>
  Net income (loss)                                                                                  $  97,518        $(440,030)
  Adjustments to reconcile net income (loss) to net cash  (utilized) provided by
    operating activities:
    Depreciation and amortization                                                                       45,633           65,614
    Loss on sale of fixed assets                                                                       -                  9,812
    Gain on sale of assets                                                                            (238,435)         -
  Changes in assets and liabilities:
    Decrease in accounts and notes receivable                                                           26,944           47,513
    (Increase) decrease in inventories                                                                 (14,705)          25,014
    Decrease in prepaid expenses and other assets                                                        6,062            5,150
    (Decrease) increase in accounts payable, accrued expenses and accrued income taxes                 (20,513)         386,419
    Net cash from discontinued operations                                                               13,123           27,834
                                                                                                   -----------   --------------
       Net cash (utilized) provided by operating activities                                            (84,373)         127,326
                                                                                                    ----------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Proceeds from sale of assets                                                                         230,000          -
  Capital expenditures                                                                                 (71,487)         (20,823)
                                                                                                   -----------    -------------
       Net cash provided (utilized) by investing activities                                            158,513          (20,823)
                                                                                                   -----------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Net proceeds from sale of common stock                                                               -                101,019
  Proceeds from long-term debt                                                                          23,333               -
  Payments of long-term debt                                                                           (13,287)         (48,151)
                                                                                                   -----------     ------------
       Net cash provided by financing activities                                                        10,046           52,868
                                                                                                   -----------     ------------

INCREASE IN CASH AND CASH EQUIVALENTS                                                                   84,186          159,371

  Cash and cash equivalents, at beginning of year                                                      467,910          308,539
                                                                                                    ----------      -----------

CASH AND CASH EQUIVALENTS, AT END OF YEAR                                                            $ 552,096       $  467,910
                                                                                                     =========       ==========

SUPPLEMENTAL CASH FLOW INFORMATION:

  Interest paid                                                                                    $     5,510      $    29,189
  Income taxes paid                                                                                    -                -

</TABLE>




              The accompanying notes are an integral part of these
                       consolidated financial statements.
<PAGE>
                      EAC INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      YEARS ENDED JANUARY 31, 2000 AND 1999

NOTE   1   -     DESCRIPTION OF THE COMPANY:

                         EAC  Industries,  Inc.,  the Company,  was organized in
                    1958 as a New York  corporation.  The  Company  is a holding
                    company  with  three  wholly-owned   subsidiaries,   Goodren
                    Products Corporation ("Goodren"), Flexible Printed Products,
                    Inc. ("Flexible") and Athena Packaging, Inc. ("Athena"). See
                    Note  2  for  a  description  of  Discontinued   Operations.
                    Flexible, currently the Company's only operating subsidiary,
                    produces  and  prints  on  plastic,  pre-cure  in-mold  heat
                    transfer  labels for the  identification  and  decoration of
                    rubber and silicone hoses, belts and tire patches.

NOTE   2   -     DISCONTINUED OPERATIONS:

                         On March 1, 1999, the Company completed the sale of the
                    operating assets of Goodren Products Corporation ("Goodren")
                    for a price of  $400,000  plus the  assumption  of all trade
                    payable  liabilities.  The payment terms are as follows: (i)
                    $200,000 at closing,  (ii) $30,000 to be paid 180 days after
                    closing plus interest  accrued at an annual rate of 7% (iii)
                    $50,000  to be paid 360 days  after  closing  plus  interest
                    accrued at an annual rate of 7%, (iv) $60,000 to be paid 540
                    days after closing plus  interest  accrued at an annual rate
                    of 7% (v)  $60,000  to be paid 720 days after  closing  plus
                    interest accrued at an annual rate of 7%.

                         In  June  1998,  the  Company  completed  the  sale  of
                    substantially all of the assets of Goodren Label Corporation
                    (formerly  Athena  Packaging  Inc.) for an  aggregate  sales
                    price of $277,000 including inventory valued at the lower of
                    cost or market. The full sales price was paid at closing.

                         The   accompanying   financial   statements  have  been
                    presented  to  reflect  the  results  of  the   discontinued
                    subsidiaries  separately.  The following is a summary of the
                    results of  operations  of Goodren  and Athena for the years
                    ended January 31, 2000 and 1999:
<TABLE>
<CAPTION>

                                                                                        2000             1999
                                                                                  ---------------  -----------

                Goodren Products Corp:
<S>                                                                                   <C>            <C>
                    Revenues                                                          $181,928       $2,459,550
                    (Loss) from operations                                             (36,546)        (122,857)
                    Gain on sale of assets                                             240,218               -
                    Net income                                                         203,672         (122,857)
                    Income per share                                                  $.07              $.05

                                                                                        2000             1999
                                                                                  ---------------  -----------

                Goodren Label Corp (Athena):
                    Revenues                                                              $ -          $429,550
                    Income (loss) from operations                                      (20,956)          21,593
                    Gain on sale of assets                                                  -            87,274
                    Net income (loss)                                                  (20,956)         108,867
                    Income (loss) per share                                          $(.01)             $.05

</TABLE>

<PAGE>
NOTE   3   -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

                 The  Company's  accounting  policies  are  in  accordance  with
                 generally accepted  accounting  principles.  Outlined below are
                 those policies considered particularly significant.

        (a)      Use of Estimates:

                 In preparing financial  statements in accordance with generally
                 accepted  accounting   principles,   management  makes  certain
                 estimates and assumptions,  where  applicable,  that affect the
                 reported  amounts of assets and  liabilities and disclosures of
                 contingent  assets and liabilities at the date of the financial
                 statements,  as well as the  reported  amounts of revenues  and
                 expenses  during the  reporting  period.  While actual  results
                 could differ from those  estimates,  management does not expect
                 such  variances,  if any,  to  have a  material  effect  on the
                 financial statements.

         (b)    Basis of Consolidation:

                The consolidated  financial  statements  include the accounts of
                the  Company and its  subsidiaries.  All  material  intercompany
                balances and transactions have been eliminated in consolidation.

         (c)    Statements of Cash Flows:

                For  purposes  of the  statements  of cash  flows,  the  Company
                considers all investments purchased with a remaining maturity of
                three months or less to be a cash equivalent.

         (d)    Concentration of Credit Risk/ Fair Value:

                Financial  instruments that  potentially  subject the Company to
                concentrations  of  credit  risk  consist  principally  of  cash
                investments and accounts receivable.

                The Company and its subsidiaries  maintain, at times,  deposits,
                in  federally  insured  financial  institutions,  in  excess  of
                federally  insured  limits.  Management  attempts to monitor the
                soundness  of  these  financial   institutions   and  feels  the
                Company's risk is negligible.

                Concentrations   of  credit   risk  with   respect  to  accounts
                receivable are limited.

                The  carrying  value  of cash  and  cash  equivalents,  accounts
                receivable  and accounts  payable  reasonably  approximate  fair
                value because of the short maturity of those instruments.

         (e)    Inventories:

                Inventories   are  stated  at  the  lower  of  cost  or  market,
                determined on a first-in, first-out basis.
<PAGE>
NOTE   3   -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

         (f)    Property, Plant and Equipment:

                Fixed assets are reflected at cost. The Company principally uses
                the  straight-line  method  to  compute  depreciation  of  fixed
                assets.  Depreciation  lives  generally  range from three to ten
                years for furniture  and  fixtures,  machinery and equipment and
                transportation equipment.  Buildings are being amortized over 20
                years and leasehold  improvements  are amortized over the useful
                life  of the  asset  or the  term  of the  lease,  whichever  is
                shorter.  Major  renewals  and  betterments  of fixed assets are
                capitalized  while  maintenance  and  repairs  are  expensed  as
                incurred.  Upon retirement of fixed assets, the related cost and
                accumulated depreciation are written off and any gain or loss is
                reflected in income.

         (g)    Goodwill:

                Costs in excess of net assets  acquired are considered  goodwill
                and are being  amortized over 15 years on a straight line basis.
                Amortization  costs  included  in  continuing   operations  were
                $14,388 for each of the years  ended  January 31, 2000 and 1999.
                Accumulated  amortization  as  of  January  31,  2000  and  1999
                aggregated $66,767 and $52,379, respectively.

                The Company  periodically reviews the valuation and amortization
                of goodwill to determine  possible  impairment  by comparing the
                carrying  value to the  undiscounted  future  cash  flows of the
                related  assets  in  accordance   with  Statement  of  Financial
                Accounting  Standard No. 121 - Accounting  for the Impairment of
                Long-lived Assets and for Long-lived Assets to be Disposed of.

         (h)    Income Taxes:

                The Company  accounts for income taxes using the  provisions  of
                Statement of Financial Accounting Standards No. 109, "Accounting
                for  Income  Taxes"  ("SFAS No.  109")  which  require  that the
                Company  utilize an asset and  liability  approach for financial
                accounting   and  reporting   for  income  taxes.   The  primary
                objectives of accounting for income taxes under SFAS No. 109 are
                to (a)  recognize the amount of tax payable for the current year
                and (b)  recognize the amount of deferred tax liability or asset
                based on  management's  assessment  of the tax  consequences  of
                events  that  have been  reflected  in the  Company's  financial
                statements or tax returns. See also Note 9.

         (i)    Income Per Share:

                The Company  reports  earnings per share as required by SFAS 128
                "Earnings  Per  Share"  ("SFAS  128").  SFAS  128  requires  the
                presentation of "basic" and "diluted"  earnings per share on the
                face of the income  statement.  Basic  loss per common  share is
                computed by dividing net loss by the weighted  average number of
                common shares outstanding during each period.

         (j)    Reclassifications:

                Certain  reclassifications  have been made to the 1999 financial
                statements in order to conform to the 2000 presentation.
<PAGE>
NOTE   3   -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

         (k)    New Accounting Pronouncements:

                SFAS 130 "Reporting Comprehensive Income" which is effective for
                years  beginning after December 15, 1997,  prescribes  standards
                for reporting other comprehensive income and its components. The
                Company currently has no items of other comprehensive income.

                SFAS  131  "Disclosures  About  Segments  of an  Enterprise  and
                Related  Information"  is effective  for years  beginning  after
                December 15, 1997.  The Company does not presently  believe that
                it operates in more than one identifiable segment.

NOTE   4   -    INVENTORIES:

                Inventories  at  January  31,  2000  and 1999  consisted  of the
following:
<TABLE>
<CAPTION>

                                                                                     2000               1999
                                                                                 -----------        ---------

<S>                                                                                 <C>                <C>
                       Raw materials                                                $74,746            $57,691
                        Finished goods                                                   -               2,350
                                                                                   --------          ---------
                                                                                    $74,746            $60,041
                                                                                    =======            =======
</TABLE>

NOTE   5   -    PROPERTY, PLANT AND EQUIPMENT:

                Fixed assets and  accumulated  depreciation  at January 31, 1999
and 1998 consisted of the following:
<TABLE>
<CAPTION>

                                                                                        2000             1999
                                                                                  ---------------  -----------

<S>                                                                                 <C>               <C>
                Leasehold improvements                                              $    4,476        $  18,543
                Machinery and equipment                                                258,704          216,496
                Label artwork                                                          188,148          150,000
                Transportation equipment                                                    -            22,275
                Furniture and fixtures                                                   5,926           48,922
                                                                                   -----------       ----------
                                                                                       457,254          456,236
                Less: accumulated depreciation and amortization                        196,586          231,351
                                                                                     ---------        ---------
                                                                                      $260,668         $224,885
                                                                                   ===========        =========
</TABLE>

                For the years  ended  January  31,  2000 and 1999,  depreciation
                expense  from  continuing   operations  aggregated  $31,245  and
                $51,226, respectively.

NOTE   6   -    ACCRUED EXPENSES:

                At January 31, 2000 and 1999 accrued  expenses  consisted of the
following:
<TABLE>
<CAPTION>

                                                                                        2000             1999
                                                                                   ------------       --------

<S>                                                                                  <C>             <C>
                Salaries and wages                                                   $  12,409       $    9,239
                Employee benefits                                                      126,830          162,048
                Other                                                                  140,163          148,066
                                                                                     ---------        ---------
                                                                                      $279,402         $319,353
                                                                                   ===========        =========
</TABLE>

NOTE   7   -    LONG-TERM DEBT:

                At January 31, 2000 and 1999 long-term  liabilities included the
following:
<TABLE>
<CAPTION>

                                                                                       2000                1999
                                                                                   ------------        ---------
<S>             <C>                                                                   <C>             <C>
                Equipment notes payable in monthly installments of
                $2,803, inclusive of interest                                         $  61,319       $  35,283

                Union pension withdrawal liability/shortfall, presently
                payable in quarterly installments of $3,000 (including
                interest at 8% per annum (see Note 10c)                                 321,292         349,379
                                                                                      ---------       ---------
                                                                                        382,611         384,662
                Less: current portion                                                    63,436          46,745
                                                                                     ----------      ----------
                                                                                       $319,175        $337,917
                                                                                   ===========        =========
</TABLE>

                Aggregate maturities of long-term  liabilities for the next five
                years  and in  the  aggregate  are  $63,436,  $65,052,  $48,507,
                $35,008, $35,008 and $135,600 thereafter.

NOTE   8   -    SHAREHOLDERS' EQUITY:

                In November  1997,  the Company filed a  registration  statement
                with the Securities and Exchange Commission  registering 283,551
                shares of its common  stock to be issued  upon  exercise  of the
                rights to  subscribe  for such  shares,  "the Rights  Offering".
                Shareholders  holding 100 shares of common  stock or more at the
                close of  business  on  November  10,  1997  (the  record  date)
                received  one  non-transferable  Right for each  share of common
                stock held. Each Right entitled the holder to purchase one share
                of Company  common stock at an exercise price of $.22 per share.
                This offering  closed in February 1998 and the Company  realized
                net proceeds of $101,019.  Simultaneously with the closing,  the
                Company  effected  (i) a 100 to 1  reverse  split of its  common
                stock through a reclassification of its common stock and (ii) an
                immediate subsequent reclassification with a forward stock split
                pursuant to which each holder of the  reclassified  common stock
                would receive 99 additional shares of reclassified common stock.
                The effect of this was to eliminate all holders of less than 100
                shares  (pre-reverse  split) of common stock,  such stockholders
                receiving cash of $.28125 per share in lieu of their  fractional
                interests.

NOTE   9   -    INCOME TAXES:

                 The components of the net deferred  income tax asset,  pursuant
                 to SFAS 109, as of January 31, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>

                                                                              2000             1999
                                                                         -------------    ----------

                 Deferred tax assets:
<S>                                                                     <C>              <C>
                   Accounts receivable                                  $       6,500    $       6,500
                   Inventory                                                    4,000            3,200

                   Operating loss carryforward                              3,060,000        3,115,000
                                                                          -----------      -----------

                 Total deferred tax asset                                   3,070,500        3,124,700

                   Valuation allowance                                      3,070,500        3,124,700
                                                                          -----------      -----------
                 Net Deferred Income Tax Asset                       $      -              $        -
                                                                     ================      ===========
</TABLE>

<PAGE>
NOTE   9   -    INCOME TAXES (Continued):

                 The Company has  available  operating  loss  carryforwards  for
                 federal tax purposes of approximately $9,000,000.  These losses
                 expire in  various  years  beginning  in 2005 and may result in
                 deferred tax assets.  The Company has provided a 100% valuation
                 allowance  against its  deferred tax asset since it is not more
                 likely  than not that such asset will be  realized  in the near
                 future.  This  allowance  will be  evaluated at the end of each
                 year,   considering   both   positive  and  negative   evidence
                 concerning  the   realizability  of  the  asset,  and  will  be
                 increased or reduced accordingly.

NOTE 10   -      COMMITMENTS AND CONTINGENCIES:

        (a)     Operating Leases:

                The Company and its  subsidiaries  lease certain  administrative
                and  manufacturing  facilities  and  equipment  under  operating
                leases  expiring at various times through 2002.  Other locations
                are rented on a month to month basis.  Rental and lease  expense
                aggregated  approximately  $50,093  and  $109,000  for the years
                ended January 31, 2000 and 1999, respectively.

                Future minimum rental  commitments for existing operating leases
                and in the aggregate are as follows:

                Fiscal year ending January 31,     2001 -     $49,400
                                                   2002 -       3,639
                                                            ---------
                                                              $53,039

        (b)     Employment Contracts:

                The Company had an employment contract (the "Contract") with the
                President of Goodren which,  after its expiration on January 31,
                1994, was renewed  automatically  for successive one year terms.
                The contract  specified  base  compensation  of $155,000 for the
                initial  term with  annual  increases  based on  changes  in the
                consumer price index.  The contract also provided for additional
                compensation  equal to 5% of the  operating  income  of  Goodren
                provided such operating  income exceeds  $650,000 for the fiscal
                year. In December 1994, Goodren entered into a further agreement
                with this  executive  whereby the proceeds of a newly  purchased
                term life  insurance  policy in the amount of  $250,000  will be
                paid to the spouse upon the death of this executive. As a result
                of the sale of the operating assets in March 1999, this contract
                has now been terminated.

                Flexible entered into an employment  contract with its President
                for a three year period  ending  December 15,  1997,  subject to
                renewals for  successive one year terms.  The base  compensation
                under this contract was $75,000 with  adjustments  made annually
                based on changes in the consumer price index.  The contract also
                provided  for  additional  compensation  based on  annual  sales
                revenue  and/or  gross  profit  performance  of  Flexible.   The
                contract also covered  non-compete  provisions,  availability of
                medical  benefits and the use of an automobile.  During the year
                ended  January 31,  1999,  this  employee  was  terminated  thus
                canceling the contract.


<PAGE>
NOTE 10   -      COMMITMENTS AND CONTINGENCIES:

        (c)     Other:

                In 1995,  Goodren withdrew from participating in the District 65
                Union Pension Plan (the "Plan").  The withdrawal resulted in the
                assessment  of a  withdrawal  liability  owed  to  the  Plan  by
                Goodren.  During the year ended  January 31,  1995,  the Company
                accrued a reserve for an estimated  liability of $560,000  which
                counsel to the Company  believed  would be payable over a period
                of approximately 22 years beginning  approximately one year from
                the  withdrawal  date. In March of 1996,  the Company  signed an
                agreement  with the  Plan  whereby  they  would  make  quarterly
                payments  of $7,548.  At  September  30,  1996,  the Company and
                Goodren entered into a Settlement Agreement with the Trustees of
                the union pension plan whereby  Goodren's pension fund liability
                was reduced to $360,000  payable in 80 equal quarterly  payments
                of $8,752 including annual interest at a rate of 8%. In December
                1997, the Company entered into a Hardship  Settlement  Agreement
                with the  Trustees  whereby it was able to reduce its  quarterly
                payments/obligations  to $3,000  because of the  Company's  poor
                financial condition. If the Company's financial condition should
                improve  so that there  would be no  hardship  in making  future
                payments  (i.e.  payment of the  withdrawal  liability  does not
                impede its ability to operate),  then the Plan may terminate the
                Hardship Settlement and require the Company to make all payments
                due after the date of such  improvement  in accordance  with the
                original  Settlement  Agreement.  Should  this  occur,  then the
                Company's quarterly payment would revert back to $8,752.