US SECURITIES & EXCHANGE COMMISSION
                               WASHINGTON DC 20549
                                   Form 10-QSB


                                   (Mark One)


(X)  QUARTERLY REPORT UNDER SECTION 13 or (15)D OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2001
                               ----------------


                                       OR
                                       --


( )  TRANSITION REPORT UNDER SECTION 13 or 15(D) OF THE SECURITIES EXCHANGE  ACT
     OF 1934

For the transition period                To
                         ----------------  ----------------

Commission file number 000-25875
                       ---------



                           EXHAUST TECHNOLOGIES, INC.
                           --------------------------
       (Exact name of small business issuer as specified in its charter)


        Washington                                          91-1970433
        ----------                                          ----------
(State or other jurisdiction of                     (IRS Employer Identification
 Incorporation or Organization)                      No.)


            230 North Division St P O Box 2822 Spokane WA 99220-2822
            --------------------------------------------------------
                     (Address of principal executive office)


                                 (509) 838-4447
                                 --------------
                           (Issuer's telephone number)


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. YES ( ) NO (X)

As of November 29, 2001 there were 6,491,000 shares of the  Registrant's  common
stock outstanding.

Transitional Small Business Disclosure Format (check one) YES ( ) NO (X)


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                                  Form 10-QSB

                     For the Quarter Ended October 31, 2001


                                      INDEX


                                                                         Page
                                                                         ----
PART I - Financial Information


   Item   1 - Financial Statements (all financial statements are unaudited
             except the January 31, 2001 balance sheet):

            - Balance Sheets - October 31, 2001 and
              January 31, 2001                                           3 - 4

            - Statements of Loss - Three months
              and nine months ended October 31, 2001
              and 2000                                                   5 - 6

            - Statements of Cash Flows - Nine months
              ended October 31, 2001 and 2000                            7 - 8
            - Notes To Financial Statements                              9 - 10


   Item 2   - Management's Discussion and Analysis
              and Plan of Operation                                     11 - 13


PART II - Other Information                                                  14


Part I - Financial Information
Item 1 - Financial Statements


<PAGE>



                           EXHAUST TECHNOLOGIES, INC.

                                 BALANCE SHEETS
                         ==============================



                                        October 31,     January 31,
                                            2001            2001
                                        -----------     -----------
                                        (Unaudited)
     ASSETS (Note 2)
     ------

CURRENT:
  Cash                                  $     2,989     $     3,822
  Accounts receivable, less $5,211
   and $-0- allowance for doubtfull
   accounts                                  41,917          16,224
  Accounts receivable-related party           9,086           7,184
  Inventory                                 394,757         227,834
  Inventory credit note                     201,385            --
  Prepaid expenses                           12,168          12,145
                                        -----------     -----------
         TOTAL CURRENT ASSETS               662,302         267,209


EQUIPMENT, net of accumulated
  depreciation of $28,686 and $17,826       127,076         133,713


LICENSES, net of accumulated
  amortization of $18,890 and $14,168        12,544          17,265
                                        -----------     -----------



                                        $   801,922     $   418,187
                                        ===========     ===========



                  (See notes to interim financial statements.)

                                       -3-


<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                                 BALANCE SHEETS
                         ===============================








     LIABILITIES AND STOCKHOLDERS' DEFICIT
     -------------------------------------


CURRENT:
  Note payable                          $   125,000     $   125,000
  Accounts payable                          167,692         132,388
  Accounts payable-related party             92,504          97,139
  Accrued interest-related party            104,437          61,312
  Line of credit-related party              500,000         500,000
                                        -----------     -----------

         TOTAL CURRENT LIABILITIES          989,633         915,839
                                        -----------     -----------

Committments and Contingencies                 --              --
                                        -----------     -----------

STOCKHOLDERS' DEFICIT:
  Common stock, $.00001 par value,
    100,000,000 shares authorized,
    6,491,000 and 4,692,750 shares
    outstanding                                  65              47
  Additional paid-in capital                637,070         122,088
  Deficit                                  (824,846)       (619,787)
                                        -----------     -----------

         TOTAL STOCKHOLDERS' DEFICIT       (187,711)       (497,652)
                                        -----------     -----------

                                        $   801,922     $   418,187
                                        ===========     ===========


                 (See notes to interim financial statements)

                                                                             -4-


<PAGE>
<TABLE>
<CAPTION>
                               EXHAUST TECHNOLOGIES, INC.
                                   STATEMENTS OF LOSS
                                       (Unaudited)
                             =============================

                              Three          Three           Nine          Nine
                              Months         Months         Months        Months
                              Ended          Ended          Ended         Ended
                           October 31,    October 31,    October 31,    October 31,
                               2001           2000           2001           2000
                           -----------    -----------    -----------    -----------
<S>                        <C>            <C>            <C>            <C>
SALES                      $     9,662    $    63,985    $   317,323    $   124,026

COST OF SALES                   32,322         57,068        273,169        108,355
                           -----------    -----------    -----------    -----------

   Gross profit                (22,660)         6,917         44,154         15,671
                           -----------    -----------    -----------    -----------

OPERATING EXPENSES:
 Professional services          17,496          9,385         73,862         54,893
 Research and
  development                    1,683         21,859          6,547         62,467
 Advertising                     7,892         11,606         17,508         33,113
 Office expense                  2,846            944          9,333          1,883
 Compensation                   16,730          5,000         50,190         15,000
 Amortization                    1,575          1,500          4,722          4,500
 Travel                            780          1,022          6,606          1,688
 Dues and subscriptions           --             --              275          3,851
 Supplies                        1,852          3,266         13,513          3,888
 Repairs                           953           --            2,123            800
 Bad debts                       5,211           --            5,211           --
 Insurance                       5,445          8,907         (3,133)         9,717
 Commissions                    (5,476)         2,637         10,287          6,256
                           -----------    -----------    -----------    -----------

Total operating expenses        56,987         66,126        197,044        198,056
                           -----------    -----------    -----------    -----------
</TABLE>


                  (See notes to interim financial statements)

                                       -5-

<PAGE>
<TABLE>
<CAPTION>

                           EXHAUST TECHNOLOGIES, INC.
                               STATEMENTS OF LOSS
                                   (Unaudited)
                         =============================


                              Three          Three           Nine          Nine
                              Months         Months         Months        Months
                              Ended          Ended          Ended         Ended
                           October 31,    October 31,    October 31,    October 31,
                               2001           2000           2001           2000
                           -----------    -----------    -----------    -----------
<S>                        <C>            <C>            <C>            <C>
Loss from operation            (79,647)       (59,209)      (152,890)      (182,385)

Interest expense               (16,872)       (14,507)       (52,169)       (37,727)
                           -----------    -----------    -----------    -----------

Net loss                   $   (96,519)   $   (73,716)   $  (205,059)   $  (220,112)
                           ===========    ===========    ===========    ===========


Net loss per share-
 basic and diluted         $     (0.01)   $     (0.02)   $     (0.03)   $     (0.05)
                           ===========    ===========    ===========    ===========


Weighted average
 number of shares
 outstanding-
 basic and diluted           6,491,000      4,692,750      5,891,583      4,692,750
                           ===========    ===========    ===========    ===========
</TABLE>



                   (See notes to interim financial statements)

                                       -6-



<PAGE>
                           EXHAUST TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS
                           Increase (Decrease) in Cash
                                    Unaudited


                                            Nine           Nine
                                           Months         Months
                                           Ended          Ended
                                        October 31,    October 31,
                                            2001           2000
                                        -----------    -----------
Cash flows from operating activities:
 Net loss                               $  (205,059)   $  (220,112)
 Adjustments to
  reconcile net loss
  to net cash used in
  operating activities:
   Amortization and
    depreciation                             15,581         13,352
   Contributed services                      15,000         15,000
   Issuance of common
    stock for note
    receivable                              300,000           --
 Changes in assets and
  liabilities:
   Accounts receivable                      (27,595)       (18,780)
   Accounts payable                          30,669        193,141
   Inventory                               (166,923)       (91,124)
   Note receivable                         (201,385)          --
   Prepaid expenses                             (23)       (19,432)
   Accrued interest                          43,125         37,434
                                        -----------    -----------

Net cash used in
 operating activities                      (196,610)       (90,521)
                                        -----------    -----------

Cash flows from
 investing activities:
 Cash paid for property
  and equipment                              (4,223)       (23,244)
                                        -----------    -----------

Net cash used in
 investing activities                          (423)       (23,244)
                                        -----------    -----------







                   (See notes to interim financial statements)

                                      -7-


<PAGE>


                           EXHAUST TECHNOLOGIES, INC.

                             STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash
                                    Continued
                       ==================================



                                            Nine           Nine
                                           Months         Months
                                           Ended          Ended
                                        October 31,    October 31,
                                            2001           2000
                                        -----------    -----------

Cash flows from
 financing activities:
 Borrowings under line
  of credit-related
  party                                     154,734
 Net proceeds from
  sale of common stock                      200,000           --
 Deferred stock
  offering costs                               --          (40,092)
                                        -----------    -----------

Net cash provided by
 financing activities                       200,000        114,642
                                        -----------    -----------

Net increase
(decrease) in cash                             (833)           877

Cash, beginning of
 period                                       3,822            352
                                        -----------    -----------

Cash, end of period                     $     2,989    $     1,229
                                        ===========    ===========

Supplemental Disclosures
 of Cash Flow Information:

 Cash Paid During Period
  for:
  Interest                              $      --      $      --
                                        ===========    ===========

  Taxes                                 $      --      $      --
                                        ===========    ===========

Non-Cash Financing
 Activities:
 Common stock for
  note receivable                       $   300,000    $      --
                                        ===========    ===========



                   (See notes to interim financial statements)

                                       -8-


<PAGE>


                           EXHAUST TECHNOLOGIES, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      -------------------------------------

1.   BASIS OF PRESENTATION

The  foregoing  unaudited  interim  financial  statements  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions  to Form  10-QSB and  Regulation  S-B as
promulgated  by the  Securities  and  Exchange  Commission.  Accordingly,  these
financial statements do not include all of the disclosures required by generally
accepted  accounting  principles  for  complete  financial   statements.   These
unaudited  interim  financial  statements should be read in conjunction with the
audited  financial  statements  for the period ended  January 31,  2001.  In the
opinion of management,  the unaudited  interim  financial  statements  furnished
herein include all adjustments,  all of which are of a normal recurring  nature,
necessary for a fair statement of the results for the interim period presented.

The preparation of financial  statements in accordance  with generally  accepted
accounting  principles requires the use of estimates and assumptions that affect
the reported amounts of assets and liabilities,  disclosure of contingent assets
and  liabilities  known to exist as of the  date the  financial  statements  are
published,  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period.  Uncertainties  with respect to such estimates and assumptions
are  inherent  in  the  preparation  of  the  Company's  financial   statements;
accordingly,  it is possible  that the actual  results  could  differ from these
estimates  and  assumptions  that could have a material  effect on the  reported
amounts of the Company's financial position and results of operations.

The Company has been in the  development  stage  since its  inception.  The year
beginning  February 1, 2001 is the first year during which it is  considered  an
operating company.

Operating  results for the three-month and nine-month  periods ended October 31,
2001 are not necessarily  indicative of the results that may be expected for the
year ending January 31, 2002.

2.   GOING CONCERN

The Company has incurred losses since inception totaling $824,846.  In addition,
the Company has a working  capital  deficiency,  limited  revenues to date and a
product  for which  market  acceptance  remains  generally  untested.  While the
Company has commenced selling its product, sales have not been sufficient to pay
expenses.  Primarily as a result of these  factors,  the  Company's  independent
certified public accountants  included an explanatory  paragraph in their report
on the Company's 2001 financial  statements  which expressed  substantial  doubt
about the  Company's  ability to  continue  as a going  concern.  The  financial
statements do not include any  adjustments  that may be necessary if the Company
is unable to continue as a going concern.

                                       -9-


<PAGE>


                           EXHAUST TECHNOLOGIES, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                      -------------------------------------


Management  of the  Company  has  undertaken  certain  actions to address  these
conditions.  Management has commenced limited operations and has found a limited
number of companies to  manufacture  its products.  Funds  required to carry out
management's  plans  are  expected  to  be  derived  from  future  stock  sales,
borrowings from the Company's  shareholders or sales of its products.  There can
be no assurances that the Company will be sucessful in executing its plans.

3.   STOCK OFFERING

The  Company  entered  into a letter of intent with an  underwriter  pursuant to
which the  underwriter  agreed to sell, on a best efforts  basis,  up to 550,000
units at a per unit  price of  $5.10.  The  underwriting  was  unsuccessful  and
terminated in April, 2001.


4.   REVENUE RECOGNITION

In December 1999, the United States  Securities and Exchange  Commission  issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB  101").  SAB 101 refined the  criteria  for  determining  when  revenue is
considered  recognizable and is effective no later than the first fiscal quarter
of the fiscal year beginning  after  December 31, 1999. The Company  adopted the
principles specified in SAB 101, and accordingly,  sales of product are recorded
and  customers  are billed when  products are shipped to  customers  under firm,
enforceable  commitments and  collectibility  is reasonably  assured.  Estimated
amounts for  reserves for sales  returns,  provision  for  customer  rebates and
discounts  and a provision  for an  allowance  for bad debts are recorded at the
time of sale and based on management's estimates using reasonable assumptions.

5.   LICENSE AGREEMENTS

During the quarter ended October 31, 2001, the Company entered into two separate
agreements  licensing  rights to their  patents.  The terms of the  licenses are
enforceable for the life of the patents.  Quarterly royalties are payable to the
Company  with a minimum  advance  royalty  due  annually.  The  Company has also
retained  the right to produce and sell its  products  in the United  States and
Canada under their branded trademark.


                                      -10-


<PAGE>


                           EXHAUST TECHNOLOGIES, INC.

Item 2. Management's Discussion and Analysis or Plan of Operation

General
-------

This Quarterly Report on Form 10-QSB,  including the information incorporated by
reference herein,  includes "forward looking  statements"  within the meaning of
section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"). All of the statements  contained in this Quarterly Report on Form 10-QSB,
other than statements of historical fact,  should be considered  forward looking
statements,  including,  but not  limited to,  those  concerning  the  Company's
strategies,  objectives and plans for expansion of its operations,  products and
services  and  growth  in demand  for the  Company's  services.  There can be no
assurance  that  these  expectations  will prove to have been  correct.  Certain
important  factors that could cause actual results to differ materially from the
Company's expectations (the "Cautionary Statements") are disclosed in the annual
report filed on Form 10-KSB.  All  subsequent  written and oral forward  looking
statements by or attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by such Cautionary  Statements.  Investors
are cautioned not to place undue reliance on these forward  looking  statements,
which  speak  only  as of the  date  hereof  and are not  intended  to give  any
assurance as to future results. The Company undertakes no obligation to publicly
release any revisions to these forward  looking  statements to reflect events or
reflect the occurrence of unanticipated events.

Plan of Operation
-----------------

The  Company  is  attempting  to sell  stock to provide  funds to  increase  our
distribution  points,   increase  our  customer  base  through  advertising  and
marketing and aggressively promote all our products.

We have inadequate cash to maintain operations during the next twelve months. In
order to meet our cash requirements we have to raise additional  capital through
the sale of  stock,  sales  of our  products  or  additional  borrowings  from a
corporate officer. If these alternatives are unsuccessful,  we may have to cease
operations.  At October 31, 2001, we owed Mr. Sterling  $500,000 on an unsecured
note and $92,504 in accounts  payable for monies  advanced.  We believe  that we
will need to raise at least  $3,000,000  from stock sales and/or  borrowings  in
order to maintain operations during the next twelve months.


                                      -11-


<PAGE>


                           EXHAUST TECHNOLOGIES, INC.



The Company anticipates  spending monies for capital expenditures only for molds
necessary to manufacture Company product lines to meet requests by customers for
all sizes in product lines currently being sold in a limited capacity.


The research and development previously expended is expected to be substantially
reduced as the majority of our product lines are ready for production.



Three Months and Nine Months Ended October 31, 2001 (Unaudited)  compared to the
--------------------------------------------------------------------------------
Three Months and Nine Months Ended October 31, 2000 (Unaudited)
---------------------------------------------------------------




During the three months and nine months ended  October 31, 2001 the Company sold
limited quantities of its products.  The Company recognized total revenue in the
third quarter of fiscal 2001 of approximately $10,000 as compared to $64,000 for
the same period of the prior fiscal year and approximately $317,000 for the nine
months ended October 31, 2001 as compared to $124,000 for the same period of the
prior  year.  The  increase  in sales is the result of our  products  reaching a
larger market due to marketing efforts.

Operating  expenses include those costs incurred to bring the Company's  product
to market relative to research and development,  sales,  marketing,  and general
administration.  Operating expenses decreased for the three months ended October
31,  2001 to  approximately  $57,000  from  approximately  $66,000  for the same
three-month  period in 2000.  The  decrease  of $9,000 was  primarily  due to no
research  and  development  expenses.  Specifically,  for the three months ended
October 31, 2001,  insurance  decreased  $3,500 because of a reduced premium and
research and  development  decreased  $20,000 because our products are now being
marketed and not developed.  Professional  fees increased  $8,000 as a result of
legal fees for patents, while compensation increased $12,000 because of assembly
costs and  assistance  from our corporate  officer and  administrative  expenses
decreased  $12,500 as a result of expenditure  conservation and recalculation of
commissions due..  Additionally,  interest increased  approximately  $2,300 as a
result of borrowings from the Company president.

For  the  nine  months  ended   October  31,  2001,   operating   expenses  were
substantially the same as the nine month of last year.


                                      -12-


<PAGE>


                           EXHAUST TECHNOLOGIES, INC.


Specifically,  professional services increased  approximately $19,000 because of
patent research, research and development decreased $56,000 because our products
are now being marketed and not developed, compensation increased $35,000 because
of assembly costs,  supplies  increased $10,000 because of the need for shipping
our products,  commissions  increased $4,000 due to increased  sales,  insurance
decreased  $13,000  because of an insurance  rebate,  promotion of the Company's
products  decreased  $16,000  and  administrative  expenses  increased  $17,000.
Additionally, interest increased approximately $15,000 as a result of borrowings
from the Company president.


Net Loss
--------

Primarily  as a result of the  foregoing  factors,  the  Company's  net loss was
approximately  $96,000 and $73,000,  respectively,  for the three month  periods
ended  October  31,  2001 and  2000 and  approximately  $205,000  and  $220,000,
respectively, for the nine month periods ended October 31, 2001 and 2000.


Financial Conditions and Liquidity
----------------------------------

At October 31, 2001,  the Company had $2,989 of cash.  For the nine months ended
October 31,  2001,  the Company  received  approximately  $290,000  from product
sales.  The Company  expended  approximately  $64,000 for the three months ended
October 31, 2001 and  $287,000 for the nine months  ended  October 31, 2001,  to
market the Company's products and operate the Company.  Future funds required to
carry out management's plans are expected to be derived from future stock sales,
product sales and borrowings. If none of the alternatives are successful, we may
have to cease operations.


                                      -13-


<PAGE>


                  PART II - OTHER INFORMATION
                  ---------------------------


ITEM 1. LEGAL PROCEEDINGS

The Company  knows of no  litigation  present,  threatened  or  contemplated  or
unsatisfied  judgment  against the  Company,  its  officers or  directors or any
proceedings in which the Company, its officers or directors are a party.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The rights of the holders of the Company's securities have not been modified nor
have the rights  evidenced  by the  securities  been limited or qualified by the
issuance or modification of any other class of securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There are no senior secutities issued by the Company.

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

There were no matters  presented to the  shareholders  for vote during the three
months ended October 31, 2001.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

During the quarter ended October 31, 2001,  the Company did not file any reports
on Form 8-K.


                                      -14-


<PAGE>
                                   SIGNATURES




Pursuant to the  requirements  of the Exchange Act of 1934,  the  registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on this 12th day of December, 2001.



                                                    EXHAUST TECHNOLOGIES, INC.



                                                    /s/  Robert E. Sterling
                                                    -----------------------
                                                         Robert E. Sterling
                                                         President


                                                    /s/  William A. Sutherland
                                                    --------------------------
                                                         William A. Sutherland
                                                         Chief Financial Officer






                                      -15-