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    April 30, 2002
                               --------------------


                                       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 May 25, 2002 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 April 30, 2002


                                      INDEX


                                                                            Page
                                                                            ----


PART I - Financial Information


      Item 1 - Financial Statements (all financial
               statements are unaudited except the
               January 31, 2002 balance sheet):

             - Balance Sheets - April 30, 2002 and
                               January 31, 2002                              3-4

             - Statements of Income (Loss) - Three
               months ended April 30, 2002
               and 2001                                                      5-6

             - Statements of Cash Flows - Three months
               ended April 30, 2002 and 2001                                 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



                                       2
<PAGE>

Part I - Financial Information
Item 1 - Financial Statements


                           EXHAUST TECHNOLOGIES, INC.

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



                                                         April       January
                                                       30, 2002         31,
                                                     (Unaudited)       2002
                                                     -----------    -----------


     ASSETS (Note 2)
     ------

CURRENT:
  Cash                                               $       382    $    11,890
  Accounts receivable, less $-0-
   and $4,256 allowance for doubtful
   accounts                                               48,322         22,986
  Accounts receivable-related party                       28,856         15,765
  Inventory                                              411,373        346,662
  Inventory credit note                                   94,824        199,535
  Prepaid expenses                                         3,084          7,710
                                                     -----------    -----------
         TOTAL CURRENT ASSETS                            586,841        604,548


EQUIPMENT, net of accumulated
  depreciation of $36,315 and $32,565                    119,612        122,055


LICENSES, net of accumulated
  amortization of $22,030 and $20,455                      9,404         10,979
                                                     -----------    -----------



                                                     $   715,857    $   737,582
                                                     ===========    ===========






       (See notes to interim financial statements.)


                                       3
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

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








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


CURRENT:
  Note payable                                       $    90,002    $   120,002
  Accounts payable                                        27,571        129,715
  Accrued interest-related party                         130,895        117,145
  Line of credit-related party                           500,000        500,000
                                                     -----------    -----------

         TOTAL CURRENT LIABILITIES                       748,468        866,862
                                                     -----------    -----------

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

STOCKHOLDERS' DEFICIT:
  Common stock, $.00001 par value,
    100,000,000 shares authorized,
    6,491,000 shares
    outstanding                                               65             65
  Additional paid-in capital                             642,070        642,070
  Deficit                                               (674,746)      (771,415)
                                                     -----------    -----------

         TOTAL STOCKHOLDERS' DEFICIT                     (32,611)      (129,280)
                                                     -----------    -----------


                                                     $   715,857    $   737,582
                                                     ===========    ===========



                   (See notes to interim financial statements)

                                       4
<PAGE>

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

                                                            Three        Three
                                                           Months       Months
                                                            Ended        Ended
                                                            April        April
                                                             30,          30,
                                                            2002         2001
                                                         ---------    ---------

SALES                                                    $  68,168    $ 117,844

COST OF SALES                                               52,010       74,032
                                                         ---------    ---------

    Gross profit                                            16,158       43,812

ROYALTY INCOME                                             149,983         --
                                                         ---------    ---------

    Net Revenue                                            166,141       43,812
                                                         ---------    ---------

OPERATING EXPENSES:
 Professional services                                      15,672       26,700
 Research and development                                   11,805        4,982
 Advertising                                                 4,477        4,012
 Office expense                                              8,307        3,136
 Compensation                                               11,730       16,730
 Amortization                                                1,575        1,574
 Management fees                                            24,000         --
 Rent                                                        9,000         --
 Travel and entertainment                                    6,148        4,649
 Supplies                                                      545       10,114
 Repairs                                                     4,220          282
 Insurance                                                   4,626        7,287
 Commissions                                                  --         11,858
                                                         ---------    ---------

Total operating expenses                                   102,105       91,324
                                                         ---------    ---------

Income (loss) from operations                               64,036      (47,512)
                                                         ---------    ---------

Other income (expense):
 Miscellaneous income                                       48,056         --
 Interest expense                                          (15,423)     (14,375)
                                                         ---------    ---------

    Total other income (expense)                            32,633      (14,375)
                                                         ---------    ---------




                   (See notes to interim financial statements)

                                       5

<PAGE>

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

Net income (loss)
 before tax                                                 96,669      (61,887)
Income taxes                                                  --           --
                                                        ----------   ----------

Net income (loss)                                       $   96,669   $  (61,887)
                                                        ==========   ==========



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


Weighted average
 number of shares
 outstanding-
 basic and diluted                                       6,491,000    4 692,750
                                                        ==========   ==========




                   (See notes to interim financial statements)

                                       6

<PAGE>


                           EXHAUST TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS
                           Increase (Decrease) in Cash
                                    Unaudited
                           ===========================


                                                           Three        Three
                                                           Months       Months
                                                           Ended        Ended
                                                         April 30,    April 30,
                                                           2002         2001
                                                         ---------    ---------

Cash flows from operating activities:
 Net income (loss)                                       $  96,669    $ (61,887)
 Adjustments to
  reconcile net loss
  to net cash used in
  operating activities:
   Amortization and
    depreciation                                             5,325        5,193
   Contributed services                                       --          5,000
   Issuance of common
    stock for note
    receivable                                                --        300,000
 Changes in assets and
  liabilities:
   Accounts receivable                                     (38,427)     (34,460)
   Accounts payable                                       (102,144)      20,791
   Inventory                                               (64,711)    (152,052)
   Inventory credit note                                   104,711     (300,000)
   Prepaid expenses                                          4,626        7,287
   Accrued interest                                         13,750       14,375
                                                         ---------    ---------

Net cash provided by (used in)
 operating activities                                       19,799     (195,753)
                                                         ---------    ---------

Cash flows from
 investing activities:
 Cash paid for property
  and equipment                                             (1,307)      (4,223)
                                                         ---------    ---------

Net cash used in
 investing activities                                       (1,307)      (4,223)
                                                         ---------    ---------


                   (See notes to interim financial statements)

                                       7

<PAGE>


                           EXHAUST TECHNOLOGIES, INC.

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


                                                           Three        Three
                                                           Months       Months
                                                           Ended        Ended
                                                         April 30,    April 30,
                                                           2002         2001
                                                         ---------    ---------


Cash flows from
 financing activities:
 Net proceeds from
  sale of common stock                                        --        200,000
 Principal payments on note                                (30,000)        --
                                                         ---------    ---------

Net cash provided by (used in)
 financing activities                                      (30,000)     200,000
                                                         ---------    ---------

Net increase
(decrease) in cash                                         (11,508)          24

Cash, beginning of
 period                                                     11,890        3,822
                                                         ---------    ---------

Cash, end of period                                      $     382    $   3,846
                                                         =========    =========

Supplemental Disclosures
 of Cash Flow Information:

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

  Income 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  period  ended  April 30,  2002 are not
necessarily  indicative  of the results that may be expected for the year ending
January 31, 2003.

2.   GOING CONCERN

Prior to the three months  ended April 30, 2002 the Company has incurred  losses
since  inception  totaling  $674,746.  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 and entered  into license  agreements,  until the three months ended


                                       9
<PAGE>

                           EXHAUST TECHNOLOGIES, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS


April 30, 2002,  sales and royalties  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 2002 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.

Management  of the  Company  has  undertaken  certain  actions to address  these
conditions. Management has commenced limited operations, sold license agreements
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.
Revenue  recognition from royalty payments based upon licensing  agreements will
be recognized when the royalties are received,  or when a reasonable estimate of
royalties  due  under  the  licensing  agreements  can be  made.  Non-refundable
royalties  paid in advance  under  minimum  guarantee  clauses of the  licensing
agreements are considered revenue in the period they are received.
                                       10
<PAGE>


                           EXHAUST TECHNOLOGIES, INC.


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 certain minimum advance  royalties due quarterly and annually.  The
Company  has also  retained  the right to produce  and sell its  products in the
United States and Canada under their branded trademark.


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.

                                       11

<PAGE>


                           EXHAUST TECHNOLOGIES, INC.


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 April 30, 2002,  we owed Mr.  Sterling  $500,000 on an unsecured
note. We believe that we will need to raise at least  $750,000 from  operations,
stock sales and/or  borrowings in order to maintain  operations  during the next
twelve months.

The Company does not anticipate spending monies for capital expenditures.

The  research  and  development  is  expected  to  continue  as the  Company  is
continually trying to adapt its muffler to products currently on the market.


Three Months Ended April 30, 2002 (Unaudited) compared to the Three Months Ended
--------------------------------------------------------------------------------
April 30, 2001 (Unaudited)
--------------------------


During the three months ended April 30, 2002 the Company  recognized net revenue
in the first  quarter of fiscal  2002 of  approximately  $166,000 as compared to
$44,000 for the same period of the prior fiscal  year.  The increase in sales is
the result of our products reaching a larger market due to marketing efforts and
the collection of advance royalties.

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  increased for the three months ended April
30,  2002 to  approximately  $102,000  from  approximately  $91,000 for the same
three-month  period in 2001.  The  increase of $11,000 was due to  decreases  in
professional  development of approximately  $11,000 due to reduced legal fees as
the  patent  applications  have  been  completed,  increases  in  reasearch  and
development  of  approximately  $7,000  as the  Company  continues  to apply its
patented  muffler to other  products on the market,  decreases in commissions of
approximately  $12,000  because the Company is no longer  bound to a  commission
agreement and administrative  expenses increased $27,000 as a result of inreased
operations  as the Company  expands its  customer  base and services its royalty
contracts. Additionally,  interest increased approximately $1,000 as a result of
borrowings  from the Company  president.  Other income  increased  approximately
$48,000  as the  Company  took  advantage  of a  discount  offered by its former
accountants on prior professional fees.

                                       12
<PAGE>


                           EXHAUST TECHNOLOGIES, INC.


Net Loss
--------

Primarily as a result of the  foregoing  factors,  the  Company's net income was
approximately $97,000 for the three months ended April 30, 2002 as compared to a
net loss of approximately $62,000 for the three months ended April 30, 2001.


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

At April 30,  2002,  the Company had $382 of cash.  For the three  months  ended
April 30, 2002, the Company received  approximately  $68,000 from product sales,
approximately  $150,000 in advance royalty  payments and  approximately  $48,000
from  discounting  a previously  expensed  vendors  bill.  The Company  expended
approximately  $118,000  for the three months ended April 30, 2002 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>

                           EXHAUST TECHNOLOGIES, INC.



                           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 April 30, 2002.

ITEM 5.   OTHER INFORMATION

None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

During the quarter ended April 30, 2002, 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 3rd day of June, 2002.



                             EXHAUST TECHNOLOGIES, INC.



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


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






                                       15