UNITED STATES 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

                      For the year ended December 31, 2005
                        Commission File Number 000-33481


                           ECOLOCLEAN INDUSTRIES, INC.
                 (Name of small business issuer in its charter)


             Nevada                                              65-1060612
(State or other jurisdiction of                              (I. R. S. Employer
 incorporation or organization)                              Identification No.)


                   2242 South Hwy #83, Crystal City, TX 78839
                     (Address of principal executive office)

                                 (830) 374-9100
                           (Issuer's Telephone Number)

        Securities Registered Pursuant of Section 12(b) of the Act: None

           Securities Registered Pursuant of Section 12(g) of the Act:
                         Common Stock, $0.001 Par Value



Check  whether the issuer (1) 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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment of
this Form 10-KSB. [ ]

Indicate by check mark whether the  registrant is a shell company (as defined by
Rule 12b-2of the Exchange Act. Yes    No X
                                  ---   ---

The issuer had  operating  revenues of $387,651 for the year ended  December 31,
2005.

This report contains a total of 53 pages. The Exhibit Index appears on page 20.

As of March 31, 2006, there were 52,430,085  shares of the issuer's common stock
outstanding. The aggregate market value of the 29,107,180 shares of the issuer's
voting stock held by  non-affiliates  was $32,017,898 based on the low bid price
on that date as  reported by the NASD OTC  Electronic  Bulletin  Board.  The sum
excludes  the  shares  held  by  officers,  directors,  and  stockholders  whose
ownership exceeded 10% of the outstanding shares at March 31, 2006, in that such
persons may be deemed affiliates of the Company. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.





<PAGE>

                           Ecoloclean Industries, Inc.
                                   FORM 10-KSB
                                December 31, 2005

                                                                            Page
PART I.....................................................................    3

ITEM 1.  Description of Business...........................................    3
ITEM 2.  Description of Property...........................................    9
ITEM 3.  Legal Proceedings.................................................    9
ITEM 4.  Submission of Matters to Vote of Security Holders.................   10

PART II....................................................................   10

ITEM 5.  Market for Common Equity, Related Stockholder Matters and Small
            Business Issuer Purchases of Equity Securities.................   10
ITEM 6.  Management's Discussion and Analysis or Plan of Operation.........   10
ITEM 7.  Financial Statements..............................................   14
ITEM 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure..............................................   14
ITEM 8A. Controls and Procedures...........................................   14
ITEM 8B. Other Information.................................................   15


PART III...................................................................   15

ITEM 9.   Directors, Executive Officers, Promoters, and Control
           Persons: Compliance with Section 16(a) of the Exchange Act......   15
ITEM 10.  Executive Compensation...........................................   18
ITEM 11.  Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters...............................   19
ITEM 12.  Certain Relationships and Related Transactions...................   19
ITEM 13.  Exhibits ........................................................   20
ITEM 14.  Principal Accountant Fees and Services...........................   20
SIGNATURES.................................................................   20












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<PAGE>

                                     PART I

ITEM 1.   Description of Business.

(a)      Overview

Ecoloclean Industries, Inc. formerly known as SailTech International,  Inc. (the
"Company") was incorporated on September 16, 1998 under the laws of the State of
Nevada as Argonaut  Resources Ltd. On December 15, 2000, the Company changed its
name to  Sailtech  International  Inc.  to reflect its  business  objectives  of
becoming  an aluminum  yacht  manufacturer.  Sailtech  was a  development  stage
enterprise  which had just initiated  operations as a manufacturer  of a line of
aluminum yachts and work vessels using a proprietary  software  technology which
aided in the  design  and  construction  of  aluminum  boats.  We had four yacht
manufacturing contracts, none of which were completed. We conducted our business
through  two wholly  owned  subsidiary  corporations,  organized  in Florida and
British Columbia, Canada.

On  December  31,  2002,   Sailtech  ceased  operations  of  its  limited  yacht
manufacturing  business.  We disposed  of our  subsidiary  companies  in British
Columbia, Canada and Florida.

On January 10, 2003, we acquired all of the issued and outstanding capital stock
of  Ecoloclean,  Inc.,  a Texas  corporation.  Ecoloclean's  principal  business
operations  are  conducted   through  its  subsidiaries,   World   Environmental
Technologies,  Inc. ("WET"), a Louisiana  corporation,  and Ecoloclean of Texas,
Inc., a Texas.

On December 4, 2003, we filed articles of incorporation in Louisiana for Reliant
Drilling Systems, Inc.

On December 15,  2003,  we filed a  certificate  of amendment to our articles of
incorporation changing our corporate name to Ecoloclean Industries, Inc. We also
(1) increased our authorized  common stock capital from 50,000,000  shares,  par
value,  $0.001 per share to 100,000,000  shares, par value $0.0001 per share and
(2) increased our authorized  preferred shares from 1,000,000 shares,  par value
$0.01 per share to 10,000,000, par value $0.001 per share.

On September  14, 2005,  we acquired  all of the issued and  outstanding  common
stock of Aquatronics Industries, Inc., a Rhode Island corporation.

We operate six corporations. Ecoloclean Industries, Inc. owns three wholly owned
subsidiaries: (1) Ecoloclean, Inc., a Texas corporation and (2) Reliant Drilling
Systems, Inc., a Louisiana corporation and (3) Aquatronics  Industries,  Inc., a
Rhode Island corporation.  Ecoloclean,  Inc. owns two wholly owned subsidiaries,
(1) World  Environmental  Technologies,  Inc., a Louisiana  corporation  and (2)
Ecoloclean of Texas, Inc., a Texas corporation.  Reliant Drilling Systems,  Inc.
and Ecoloclean of Texas,  Inc.  discontinued  their operations  during the first
four months of 2005.

(b)      Historical Background of Waste Water

The United States faces growing need for quality water supplies.  Population and
industrial growth demands clean water.

Until recent times, the water supply was considered to be limitless. Major water
users withdrew their water from natural sources such as wells, aquifers,  rivers
and lakes.  Public  utilities  and  municipal  waste water  (sewer)  authorities
treated their used water and discharged it into rivers and lakes.  Mines,  paper
mills,  refineries,  and chemical plants also  discharged  their waste water, in
many  cases,  directly  into the same rivers and lakes from which water would be
drawn for human use.

Soon after World War II, the effect of this  unregulated  discharge  and limited
treatment  of  waste  water  on  land  and  water  sources  was   recognized  as
unacceptable  by public interest groups and  governmental  authorities.  Efforts
were begun to remediate polluted sites. Laws were enacted to prevent unregulated
discharge of waste waters into the environment. These remediation and prevention
efforts have improved water quality throughout the United States.

We believe that water quality standards will become stricter. Large water users,
at great expense,  have installed elaborate treatment systems in order to comply
with governmental water quality laws. However,  even after the implementation of
water  treatment laws,  many treated waters are still being  discharged  without
meeting  all of the  governmental  standards.  In many  states,  water users who
discharge waters that do not comply with minimum  discharge  standards are being
assessed  large  monetary  surcharges.  Small users,  having to pay high monthly
surcharges  without  the  capital or room to install or upgrade  existing  water
treatment  systems,  are  faced  with  the  possibility  of  closing  operations
facilities.

Processes for treating waste water are extensive.  The chemistry and engineering
for  treating  wastewater  is well  developed.  Many  different  procedures  and
processes  are  in  use  for  treating  different  types  of  contamination  and
pollution.  Equipment is  manufactured  by numerous  companies to process  waste
water  streams  from as little as a few  gallons a day to millions of gallons an
hour.  There are technologies  and equipment  designed to remove  impurities and
contaminates  ranging form ordinary ground water bacteria and particles to heavy
metal  ions.  Water  treatment  plants  can be as small as the  household  water
conditioners to municipal treatment systems covering hundreds of acres.



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<PAGE>

THE ELECTROCOAGULATION SYSTEM

Most waste  water  contaminants  are held in  solution  by  electrical  charges.
Bacteria,  algae, oils, clays, carbon black,  silica,  phosphate,  nickel, lead,
chromates and other ions are examples charged particle contaminants. Waste water
contaminants  must  be  removed  from  the  water.  The  neutralization  of  the
electrical  charges and subsequent  precipitation  of these  contaminants can be
achieved  by chemical  or  electrochemical  alteration.  Most  commercial  water
treatment systems use chemical  additives.  Our electro coagulation process is a
non-chemical additive electrochemical system.

In today's environment, adding chemicals to contaminated waste water is becoming
less  acceptable  due to  increasingly  stringent  regulations.  Solid  residues
(sludges) are being classified as hazardous materials and the required treatment
levels are more  difficult and expensive to achieve.  In the future,  we believe
that there will be a significant  increase in the use of  nonchemical  dependent
systems  such as the EC System.  Different  chemicals  are  required for various
contaminants.  Contaminant  concentrations  are critical and must be  constantly
monitored and balanced.  These  additives do not remain with the purified  water
(exception: chlorine) but combine with and must be disposed of with the "sludge"
that is removed from the waste water stream.  Under current  regulations many of
these  sludges are  considered  hazardous and must be handled  accordingly.  For
every pound of chemical additive an additional pound of sludge must be disposed.
This cost of disposal must be added to the cost of chemicals.

Electrochemical  water  treatment  methods  have been used for many years.  High
voltages  are used to  produce  an  electromagnetic  field  which  disrupts  the
electrochemical properties of the charged contaminant particles. This allows the
contaminants to precipitate or fall out of the waste water.  Until recent times,
these  electrochemical  water treatment systems showed good contaminate  removal
compared with the chemical additive precipitation methods, however, high capital
and operational  costs coupled with lower flow rates have restricted  widespread
commercial use.

The electro coagulation "EC" process does not use chemical additives. We believe
that our EC  process,  with  lower  operating  costs,  higher  flow  rates and a
reduction of sludge  disposal costs will move our EC process to the forefront of
water treatment technologies.

The electro  coagulation  system  uses  equipment  and methods  that result from
revisions of old  technologies  and principles of  electrochemistry  and physics
made possible by our computerized microprocessor control panel. The "EC" unit is
capable of treating liquid solutions  containing a wide variety of contaminants,
including heavy metals, oil and grease,  suspended and dissolved solids, as well
as bacteria and algae, without the use of chemicals.

The "EC" unit places an electrical charge in the waste fluid which  destabilizes
suspended material electrochemically and causes the coagulation of the dissolved
and suspended  contaminants.  This coagulation or flocculation is similar to the
precipitation  stimulated  by chemical  additives,  but the altered  contaminant
particles  tend to be larger (100 microns vs. 25 to 50 microns) and more stable.
This flocculated  contaminants are removed from the waste Stream by conventional
equipment.

OVERVIEW OF WATER TREATMENT USING ELECTROCOAGULATION

When the term "we" is used, it means Ecoloclean Industries,  Inc. by and through
its subsidiaries,  Ecoloclean, Inc., World Environmental Technologies, Inc., and
Aquatronics Industries, Inc.

We have  designed  and  manufactured  three  portable EC Units which are mounted
within or on  enclosed  trailers.  The waste  water is pumped  into the EC unit,
electrochemically processed and discharged on-site.

The water flows through a series of engineered  electrodes within a cell while a
controlled  electric  current  is  applied to the waste  water.  The  electrical
current  energizes the solution  creating a magnetic  field within the cell. Our
system is designed to optimize  over twenty  variables  in order to  effectively
transfer electrical energy to the continuously flowing contaminated waste water.
Water contaminated mixtures created by the electro coagulation process, separate
into an organic molecule floating layer known as flocculent,  a mineral sediment
and clean  water.  This  separation  occurs  within  minutes  of  treatment  and
conventional  equipment  may be used to extract  the clean  water.  The  Electro
coagulation  process  has  successfully  treated  animal and human  waste  water
removing chemical and biological contaminants.  Tests confirm the destruction of
coli form bacteria, flagellates, helminthes, eggs, infective parasite larvae and
enteric viruses.



                                       4
<PAGE>

Our  EC  process  utilizes  proprietary  and  patented   technologies   applying
electrochemical  energies to the waste  water  stream.  Contaminant  laden water
moves through an electric field where the treatment is accomplished by:

         o        Ionization
         o        Electrolysis
         o        Free radical formation
         o        Electromagnetic fields

System Capabilities:

         o        Removes  heavy  metals as  oxides  which  will  pass  Toxicity
                  Characteristics Leaching Procedures (TCLP)
         o        Removes  suspended and colloidal solids
         o        Breaks oil emulsions in water
         o        Removes fats, oils and grease in water
         o        Removes complex organic materials
         o        Destroys and removes bacteria, viruses and cysts
         o        Processes multiple contaminants

Key Applications:

         o        Ground water cleanup
         o        Process rinse and wash water
         o        Potable water
         o        Sewage treatment
         o        Cooling towers
         o        Radioactive isotope removal
         o        Pretreatment    for   reverse    osmosis,    ultra-filtration,
                  nano-filtration, and photocatlytics
         o        Water reuse resulting in zero discharge
         o        Metal recovery
         o        Influent quality water control
         o        Industrial waste water

Benefits:

         o        Capital cost significantly less than alternative technologies
         o        Operating   cost    significantly    less   than   alternative
                  technologies
         o        Low power requirements
         o        Generally no chemical additions
         o        Metal oxide formation passing TCLP
         o        Low maintenance
         o        Minimal operator attention
         o        Handles a wide variation in the waste stream contaminants
         o        Consistent and reliable results
         o        Sludge minimization
         o        Treats multiple contaminants

Operations and Services

Industrial  and  commercial  businesses  produce  various  types  of  wastewater
(including hydrocarbon  contaminated water from oil field operations,  that must
be disposed of as required by federal,  state and local regulations.  Similarly,
oil and gas  exploration  and  production  companies  produce  liquid waste from
drilling and other  operations  that must be disposed of complying  with federal
and state  regulations.  We  propose  to  process  the  liquid  waste and remove
contaminants  and dispose of the treated  liquid waste as required by applicable
regulations.

Oilfield Waste

Oilfield waste consists  primarily of petroleum-based  and water-based  drilling
fluids  (which  contain oil,  grease,  chlorides and heavy  metals),  as well as
cuttings, saltwater, work over and completion fluids, production pit sludges and



                                       5
<PAGE>

soil containing these materials. Under Louisiana and Texas state regulations, if
oilfield  waste  cannot be  processed  for  discharge or disposed of at the well
where it is  generated,  it must be  transported  to a licensed  oilfield  waste
processing or disposal facility.

Competitive Conditions

Competition  is  intense  within  oilfield  waste  water  processing   industry.
Competition  will be based  primarily  on proximity  to  collection  operations,
collection and processing  fees charged and quality of service.  With respect to
certain  waste  streams,  such as  oilfield  waste,  we will  compete  with  the
generators of these waste streams, who continually evaluate the decision whether
to use internal disposal methods or to utilize a liquid waste management company
such as us. We will compete with numerous companies, both large and small, which
are able to provide  one or more of the  environmental  services  offered by us.
Many of these companies will have greater financial,  human and other resources.
However, we believe that the type of waste management, treatment, processing and
remediation services which we will provide will give us a competitive  advantage
with respect to certain of our more specialized competitors. We believe that our
treatment  processes will offer cost saving alternatives to the more traditional
remediation and disposal methods offered by our competitors.

We  believe  that  there  are  certain  barriers  to entry in the  liquid  waste
industry.   These  barriers  include  the  need  for  specialty   machinery  and
facilities;  licenses,  permits and trained personnel necessary to operate these
facilities.

Our Specialized Equipment

We have manufactured three portable EC Units. These are portable units which are
constructed in 28-foot enclosed trailers.

Employees

Ecoloclean Industries, Inc. has one part-time employee officer, Royis Ward and a
part-time accounting employee.  World Environmental  Technologies,  Inc. had one
part-time  employee  officer,  M.C.  Richardson and two  employees.  Aquatronics
Industries,  Inc. has one employee officer, Howard Schachter and eight full-time
employees. No employees were subject to any collective bargaining agreement.

Governmental Permits and Licenses

World  Environmental  Technologies,   Inc.  ("WET")  has  obtained  a  Louisiana
statewide Water Discharge  Permit for its Electro  Coagulation  ("EC") treatment
system.  This permit enables us to treat waste water in Louisiana such as, bilge
water, wash water from oil field equipment, industrial waste water, storm water,
sanitary water and wash down water.

Waste management  companies are subject to extensive,  evolving and increasingly
stringent  federal,  state and local  environmental  laws and regulations.  Such
federal,  state and local  environmental  laws and  regulations  govern will our
activities   regarding  the  treatment,   storage,   processing,   disposal  and
transportation  of wastes.  We will be required to obtain and maintain  permits,
licenses  and/or  approvals  in order to conduct our  proposed  waste  treatment
business  activities.  Failure to obtain and maintain permits or approvals would
have a material  adverse effect on us, our  operations and financial  condition.
The permits and  licenses  have a term  ranging  from five (5) to ten (10) years
and, provided that the Company maintains a reasonable level of compliance, renew
with  minimal  effort  and cost.  Historically,  there  have been no  compelling
challenges to the permit and license  renewals.  In the future, if we expand our
operations,  we may be  required  to obtain  additional  approvals,  licenses or
permits,  the  there  can be no  assurance  that we will be able to do so.  Such
permits  and  licenses,  however,  represent  a  potential  barrier to entry for
possible competitors.

General License Agreement

Ecoloclean,  Inc.  acquired a General License Agreement by assignment from World
Environmental  Technologies,  Inc. on September 12, 2002.  The license grants an
industry exclusive  perpetual worldwide right and license under a U.S. patent to
manufacture,  use,  market,  sell,  lease or otherwise  dispose of product units
based on, or relating to the invention  contained in U.S. Patent No.  6,238,546,
issued to Louis A. Kneiper,  Gary A. Tipton and Daniel G. Noyes on May 29, 2001.



                                       6
<PAGE>

The product  units are the Electro  coagulation  units.  The license is industry
specific  and applies only to the  petroleum  exploration,  petroleum  chemical,
transportation and refining industries.  Ecoloclean,  the licensee,  is excluded
from marketing,  selling, leasing or otherwise disposing of product units to the
paper industry,  paint pigment  industry and to all industries in Mexico and the
Orient. Ecoloclean is obligated to pay royalties to the patent owner on an event
basis.  For product  units of 100  gallons-per-minute  (gpm),  or less which are
manufactured  by the licensee,  Ecoloclean is obligated to pay $3,000 each.  For
product  units  of  capacities  exceeding  100  gpm,  Ecoloclean  must  pay  $30
multiplied  by  the  gpm  design  capacity.  Additionally,  for  the  use of the
technology,  Ecoloclean  must  pay a  monthly  royalty  of 2%  of  gross  income
generated by product units. The General License  Agreement and Assignment to the
General  License  Agreement are attached to this Current  Report as Exhibits 3.1
and 3.2, respectively.

Insurance

We believe we maintain  insurance  coverage  adequate for our needs and which is
similar to, or greater than, the coverage  maintained by other  companies of our
size in the industry.  There can be no  assurances,  however,  that  liabilities
which may be incurred by us will be covered by our  insurance or that the dollar
amount of such liabilities  which are covered will not exceed our policy limits.
We are required by EPA regulations to carry environmental  impairment  liability
insurance providing coverage for damages on a claims-made basis in amounts of at
least $1 million per occurrence and $2 million per year in the aggregate.

Regulation

General
Our proposed  business  operations will be affected both directly and indirectly
by  governmental  regulations,   including  various  federal,  state  and  local
pollution  control  and health and safety  programs  that are  administered  and
enforced by regulatory  agencies.  These  programs are applicable or potentially
applicable to one or more of our existing operations.

Federal Regulation

The primary U.S. federal statutes  affecting our business are summarized  below:
The Clean Water Act. Our proposed activities will be subject to the requirements
of the Clean  Water Act and  comparable  state  statutes  and  federal and state
enforcement of these regulations. The Clean Water Act regulates the discharge of
pollutants  into waters of the United States.  The Clean Water Act establishes a
system of standards,  permits and  enforcement  procedures  for the discharge of
pollutants  from  industrial  and  municipal  wastewater  sources.  The law sets
treatment standards for industries and wastewater  treatment plants and provides
federal grants to assist municipalities in complying with the new standards.  In
addition to requiring permits for industrial and municipal  discharges  directly
into the  waters  of the  United  States,  the  Clean  Water  Act also  requires
pretreatment of industrial wastewater before discharge into municipal systems.

The  Clean  Water  Act  gives  the  Environmental  Protection  Agency  (EPA) the
authority  to  set  pretreatment  limits  for  direct  and  indirect  industrial
discharges.  In 2001, the EPA adopted new technology-based  effluent limitations
guidelines for waste  treatment  facilities  that treat or recover  hazardous or
nonhazardous  industrial  waste or  wastewater  received  from off-site and then
discharge  pollutants into U.S.  waters or publicly  operated  treatment  works.
Although the guidelines are based on particular technologies, the new guidelines
do not require a facility to use these technologies.  Individual  facilities may
meet the  requirements  using whatever types of technologies and process changes
they choose.

The Clean  Water  Act also  prohibits  certain  discharges  of oil or  hazardous
substances  and  authorizes  the  federal  government  to remove or arrange  for
removal of such oil or hazardous  substances.  In addition,  the Clean Water Act
requires the adoption of the National  Contingency Plan to cover removal of such
materials.  Under the Clean  Water  Act,  the owner or  operator  of a vessel or
facility  may be  liable  for  penalties  and  costs  incurred  by  the  federal
government in responding to a discharge of oil or hazardous substances.

The Clean  Water Act also has a  significant  impact  on the  operations  of the
oilfield waste  customers.  EPA Region 6, which includes our proposed  treatment
market,  continues  to  issue  new  and  amended  National  Pollution  Discharge




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<PAGE>

Elimination System general permits further limiting or restricting substantially
all discharges of produced  water from the Oil and Gas  Extraction  Point Source
Category into waters of the United States.  The combined  effect of all of these
permits  closely  approaches a "zero  discharge"  standard  affecting all waters
except those of the Outer Continental Shelf.

Resource Conservation Recovery Act (RCRA). RCRA is the principal federal statute
governing hazardous and solid waste generation, treatment, storage and disposal.
RCRA and state  hazardous  waste  management  programs  govern the  handling and
disposal of hazardous  waste. The EPA has issued  regulations  pursuant to RCRA,
and states have promulgated  regulations  under comparable state statutes,  that
govern  hazardous  waste  generators,  transporters  and owners and operators of
hazardous waste treatment,  storage or disposal  facilities.  These  regulations
impose detailed operating,  inspection,  training and emergency preparedness and
response  standards  and  requirements  for closure,  financial  responsibility,
manifesting  of  wastes,  record-keeping  and  reporting,  as well as  treatment
standards for any hazardous wastes intended for land disposal.

Facilities   which  treat  and  dispose  of  oilfield   waste  are  exempt  from
classification  as a  RCRA-regulated  waste.  At  various  times  in  the  past,
proposals have been made to rescind the exemption  that excludes  oilfield waste
from  regulation  under RCRA.  The repeal or  modification  of this exemption by
administrative,  legislative or judicial  process would require us to change our
method  of doing  business  and  could  have a  material  adverse  effect on our
business,  results of operations and financial condition.  There is no assurance
that we would be able to adapt our  operations or that we would have the capital
resources available to do so. RCRA may indirectly affect our proposed operations
by  restricting  the disposal of certain liquid wastes and sludges in landfills.
This restriction may increase demand for waste treatment services.

CERCLA.  The Comprehensive  Environmental  Response,  Compensation and Liability
Act, as amended in 1986 ("CERCLA"),  provides for immediate response and removal
actions  coordinated  by the EPA for releases of hazardous  substances  into the
environment and authorizes the government, or private parties, to respond to the
release or threatened release of hazardous  substances.  The government may also
order  persons  responsible  for the release to perform any  necessary  cleanup.
Liability  extends  to the  present  owners  and  operators  of  waste  disposal
facilities  from which a release  occurs,  persons  who owned or  operated  such
facilities  at the time the  hazardous  substances  were  released,  persons who
arranged  for  disposal  or   treatment  of  hazardous   substances   and  waste
transporters who selected such facilities for treatment or disposal of hazardous
substances.  CERCLA has been  interpreted  to create  strict,  joint and several
liability  for the cost of removal and  remediation,  other  necessary  response
costs and  damages  for  injury  to  natural  resources.  If our  operations  or
facilities become  responsible for the release or improper disposal of hazardous
substances, we could incur CERCLA liability.  Presently, we have no intention to
treat hazardous wastes.

The Clean  Air Act.  The Clean Air Act  provides  for  federal,  state and local
regulation of emissions of air pollutants into the atmosphere.  Any modification
or  construction  of a facility with regulated air emissions must be a permitted
or  authorized  activity.  The Clean Air Act  provides  for  administrative  and
judicial  enforcement  against  owners and  operators of  regulated  facilities,
including substantial penalties. In 1990, the Clean Air Act was reauthorized and
amended,  substantially  increasing  the scope and  stringency  of the Clean Air
Act's  regulations.  Compliance with the Clean Air Act is not expected to have a
material adverse effect on our proposed business operations.

State and Local Regulations

Our  proposed  waste  water  processing  operations  will be  subject  to direct
regulation by a variety of state and local  authorities.  We will be required to
obtain processing,  wastewater  discharge and air quality permits from state and
local   authorities  to  operate   facilities  and  to  comply  with  applicable
regulations  concerning,  among other things,  the  generation  and discharge of
odors and wastewater.

Order 29-B of the Louisiana  Department of Natural Resources  contains extensive
rules regarding the generation, processing, storage, transportation and disposal
of  oilfield  waste.  Under Order 29-B,  on-site  disposal of oilfield  waste is
limited and subject to stringent guidelines.  If these guidelines cannot be met,
oilfield waste must be transported  and disposed of off-site in accordance  with
the  provisions  of Order 29-B.  Moreover,  under Order 29-B,  most, if not all,
active waste pits (a typical on-site  disposal method used by inland  generators



                                       8
<PAGE>

of oilfield  waste) must be closed or  modified  to meet  regulatory  standards;
however,  full  enforcement of this portion of Order 29-B has been  deferred.  A
number of  amendments  to Order 29-B were  adopted  effective as of November 20,
2001.  Compliance  with  these  amendments  is not  expected  to have a material
adverse  effect  on  our  proposed  business  operations.   The  Texas  Railroad
Commission  has  also  adopted  detailed  requirements  for the  management  and
disposal of oilfield  waste.  Permits  issued by state  regulatory  agencies are
required for each oilfield waste treatment  facility  operating within Louisiana
and Texas.  We will have to perform  tests  before  acceptance  of any  oilfield
waste,  as well as during  and after  treatment  to ensure  compliance  with all
regulatory requirements.

In the future,  other  states in which we may  operate,  have their own laws and
regulations that may be more strict than comparable federal laws and regulations
governing  hazardous and nonhazardous  waste disposal,  water and air pollution,
releases and cleanup of hazardous  substances and  liabilities for such matters.
Our future proposed  operations are likely to be subject to many, if not all, of
these laws and regulations. In addition, states and localities into which we may
expand,  by acquisition or otherwise,  may now or in the future have regulations
with positive or negative effects on us.

Factors Influencing Future Results and Accuracy of Forward-Looking Statements
In the normal course of our business, in an effort to help keep our stockholders
and the public informed about our operations,  we may from time to time issue or
make  certain  statements,  either in  writing  or  orally,  that are or contain
forward-looking  statements,  as  that  term  is  defined  in the  U.S.  federal
securities  laws.  Generally,  these  statements  relate  to  business  plans or
strategies,  projected or  anticipated  benefits or other  consequences  of such
plans or strategies, projected or anticipated benefits from acquisitions made by
or to be made by us, or projections involving anticipated revenues,  earnings or
other  aspects  of  operating  results.   The  words  "may,"  "will,"  "expect,"
"anticipate," "believe," "estimate," "continue",  "plan" and similar expressions
are intended to identify  forward-looking  statements.  We caution  readers that
such  statements  are not  guarantees  of future  performance  or events and are
subject to a number of factors  that may tend to  influence  the accuracy of the
statements and the  projections  upon which the statements are based,  including
but not limited to those discussed below. As noted elsewhere in this report, all
phases of our  proposed  operations  are  subject to a number of  uncertainties,
risks and other  influences,  many of which are outside of our control,  and any
one of which, or a combination of which,  could materially affect the results of
our  operations  and whether  forward-looking  statements  made by us ultimately
prove to be accurate.

ITEM 2.  Description of Property

         Royis Ward,  President  of  Ecoloclean  Industries,  Inc. is  providing
executive  office  space,  located in Crystal City,  Texas,  to our company on a
rent-free basis.

         Our wholly owned subsidiary,  World Environmental  Technologies,  Inc.,
owns real  property  located at 950 Birdsong  Rd.,  LaFayette,  Louisiana.  This
property  supports its operations and those of Reliant  Drilling  Systems,  Inc.
This  property  consists of 3950 square foot office and shop building and a 5360
square foot open air covered work space.

         Aquatronics Industries, Inc. leases its business offices and laboratory
workshop.  During 2005,  the lease expense was $18,000.  Commencing in 2006, its
annual lease expense will be $45,400.

ITEM 3.   Legal Proceedings

         The  Company  and  its   subsidiaries  are  parties  to  various  legal
proceedings and claims incidental to our normal business operations for which no
material  liability  is  expected  beyond  that which has been  recorded  in our
financial statements.  While the ultimate resolution of the above matters is not
known, management does not expect that the resolution of these matters will have
a material adverse effect on the Company's  financial  statements and results of
operation.

         We are not  aware of any  material  legal  proceedings  to  which,  any
director, officer or affiliate of the Company, any owner of record or beneficial
owner  of more  than  5% of our  Company  common  stock,  is a party  to a legal
proceeding adverse to our Company.



                                       9
<PAGE>

ITEM 4.  Submission of Matters to Vote of Security Holders

         During the fourth  quarter of 2005, no matters were submitted to a vote
of our security holders.

                                     PART II

ITEM 5.  Market for Common Equity and Related Stockholder Matters

Common Stock:

         Our  common  stock  trades  Over-the-Counter  (OTC)  on the  Electronic
Bulletin  Board under the symbol ECCI.  Table 1. sets forth the high and low bid
information  for the past  two  years.  These  quotations  reflect  inter-dealer
prices,  without retail  mark-up,  mark-down or commission and may not represent
actual transactions. These data provided by NASDAQ.

Table 1.

Bid Information

Fiscal Quarter Ended            High             Low


December 31, 2005               0.10             0.095
September 30, 2005              0.27             0.23
June 30, 2005                   0.165            0.14
March 31, 2005                  0.25             0.25

December 31, 2004               1.04             0.29
September 30, 2004              1.15             0.28
June 30, 2004                   1.30             0.55
March 31, 2004                  2.35             1.06

         According  to our  records,  the  Company had  approximately  50 record
shareholders  of our common  stock as of December  31, 2005  holding  51,600,085
common  shares.   This  number  of  shareholders  does  not  include  individual
beneficial shareholders whose shares may be held in their brokers' street name.

Dividends and Dividend Policy

         There  are no  restrictions  imposed  on the  Company  which  limit its
ability to declare or pay  dividends on its common  stock,  except as limited by
state corporation law. During the year ended December 31, 2005, no cash or stock
dividends  were  declared  or  paid  and  none  are  expected  to be paid in the
foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

The following table  summarizes our equity  compensation  plan information as of
December 31, 2005.  Information  is included for equity  compensation  plans not
approved by our security holders.

Table 1.

Equity Compensation Plan Information

---------------------- ------------------- ------------------- -----------------
Plan Category          Number of           Weighted-average     Number of
                       Securities to be    Exercise  price of   Securities
                       issued upon         outstanding          remaining
                       exercise of         options, warrants,   available for
                       outstanding         and rights           future issuance
                       options, warrants                        under equity
                       and rights                               compensation
                                                                plans (excluding
                                                                securities
                                                                reflected in
                                                                column (a)

                              (a)                  (b)               (c)
---------------------- ------------------- ------------------- -----------------
Equity Compensation
Plans approved by
security holders             None                 None              None
---------------------- ------------------- ------------------- -----------------
Equity Compensation
Plans not approved
by security holders       5,000,000 (1)          $0.55            4,800,000

---------------------- ------------------- ------------------- -----------------
Total                     5,000,000              $0.55            4,800,000
---------------------- ------------------- ------------------- -----------------

(1) On July 8, 2004, the Company adopted the 2004 Non-Qualified  Stock Grant and
Option Plan. The Plan was registered  with the SEC on Form S-8 on July 23, 2004.
The Plan reserved  5,000,000  shares.  The Plan is  administered by our Board of
Directors.  Directors, officers, employees,  consultants,  attorneys, and others
who provide services to our Company are eligible participants.  Participants are
eligible to be granted warrants,  options, common stock as compensation.  We did
not issue any shares from this plan during 2005.

Recent Sales of Unregistered Securities

         All sales of unregistered  securities have been previously  reported in
our filed periodic  reports filed with the  Securities & Exchange  Commission on
Forms 8-K and 10-QSB.

ITEM 6.    Management's Discussion and Analysis or Plan of Operation

Management's Discussion and Analysis or Plan or Operation

Overview and Plan of Operation

Background

During the quarter ended December 31, 2005, Ecoloclean  Industries,  Inc. (ECCI)
had gross operating revenues of $292,718 from continuing  operations and $0 from
discontinued  operations  which  included  its  Louisiana  subsidiary,   Reliant
Drilling Systems,  Inc. ("RDS") and its Texas  subsidiary,  Ecoloclean of Texas,
Inc. ("ECOT) whose operations were discontinued  during the quarter ending March
31, 2005.

Current Operations

A. Industrial and Exploration Liquid Waste Remediation Services

World  Environmental  Technologies,  Inc. is still awaiting the approval for the
amendment  to its  State-Wide  Water  Discharge  Permit  which would allow World
Environmental  Technologies,  Inc. to again offer its services of cleaning drill
water to the oil and gas  industry.  The  delay in  receiving  approval  of this



                                       10
<PAGE>

amendment  application  maybe due to the over- worked  Louisiana  Department  of
Environmental  Quality staff as a result of Hurricane Katrina.  Once approval of
the amendment is received,  it is anticipated that the services offered by World
Environmental Technologies, Inc. could again be in demand.

B.  Agricultural Clean Up

Ecoloclean,  Inc. ("ECI"), a wholly owned subsidiary of the Company, has devoted
substantial  efforts to the Dairy  Industry as it  pertains to the animal  waste
created by cows,  swine and  chickens.  During the second  quarter of 2005,  the
Company began  additional  demonstrations  for  approximately  two hundred (200)
dairy  farmer,  representatives  from  Texas A & M  University,  American  Dairy
Association,  Texas Farm Bureau,  the EPA and other  interested  parties.  These
tests  were  concluded  on August  2, 2005 and the  Company  was  notified  that
sufficient  samples  had  been  taken by the  various  agencies  and no  further
evaluation  was  necessary.  The Company's  equipment has been removed and taken
back to its facility for storage.  The Company has been  informed that Texas A&M
will  prepare  a  technical  paper  upon  approval  by the EPA,  American  Dairy
Association,  Texas Farm  Bureau and other  interested  agencies,  which will be
published  in all of the various  agencies  for public  information.  Subject to
these test results,  the Company  expects to be able to offer the dairy industry
along with the swine and chicken producers a much needed solution to their waste
disposal  problems.  However,  the Company does not expect any revenue producing
activities  from the  agricultural  business  until  the  autumn  of 2006 at the
earliest, subject to a positive technical report from Texas A&M University.

C. Coale Separator aka "Diesel Pure"

As outlined  previously,  ECCI obtained the Worldwide  Exclusive  Rights for the
patented Coale Separator.  This device is capable of removing  contaminants from
diesel fuel, such as water,  sand and other  impurities,  thus increasing engine
life, reducing injector replacement and engine wear.


During the third quarter,  the Company signed an exclusive  marketing  agreement
with an experienced  organization  in the truck and auto after market and to the
industrial  market  place.  In order to sell our "Diesel  Pure"  product line in
these market  places,  the Company was required to complete  additional  product
information and instructions which would have been time consuming and costly. To
date, the Company has been unable to fund such  additional  development  cost as
required.

Presently,  our  "in-house"  personnel  are  continuing to exert efforts to gain
attention to the attributes of this device from  industries  that utilize diesel
engines.  Sales efforts are being first directed to the companies that expressed
an interest in the device prior to Hurricane Katrina.

D. Aquatronics Industries, Inc.

On September  13, 2005,  the Company  completed the  acquisition  of 100% of the
outstand  stock of  Aquatronics  Industries,  Inc.  located in Riverside,  Rhode
Island by the issuance of 2,500,000  shares of its  restricted  common stock and
providing working capital of $300,000.  Aquatronics  Industries,  Inc., a wholly
owned subsidiary of Ecoloclean Industries, Inc. (ECCI) has provided creative and
cost effective solutions to a wide range of industrial,  commercial  residential
pure water,  wastewater and solid waste management  problems for in excess of 20
years. The Company intends to build on the 20 years of experience of Aquatronics
management  and employees  which  includes a customer  base and are  established
reputations of technical expertise.

In addition to providing  capital over the $300,000  initial  requirement and an
amount  in  excess  of  $150,000,   Ecoloclean  Industries,  Inc.  has  assisted
"Aquatronics" in acquiring the "Bio-Catalylitica" water purification patent (See
New   Developments").   This  patent  both  extends  the   activities  in  which
"Aquatronics" is already engaged and expands its capabilities  beyond the levels
of its previous experience in a cost-effective manner.



                                       11
<PAGE>

E.  New Developments

On  March  23,  2006,  the  Company's  wholly  owned   subsidiary,   Aquatronics
Industries, Inc., acquired the "Bio-Catalytic" water purification patent rights,
which acts as an adjunct to the active disciplines engaged in the production and
installation  of water  remediation  systems and also  provides the Company with
exclusive manufacturing rights.

Consideration  includes $150,000 was due at closing with the remaining  $135,000
due at $15,000 per month  beginning May l, 2006, and a 5% royalty in addition to
3,000,000 shares of Ecoloclean Industries, Inc. restricted common stock of which
1,000,000  share were due at closing  with the  remaining  2,000,000  shares due
within one year.

Financial Considerations

Currently,  there are  insufficient  revenues  and  resources  to offset  annual
operating overhead,  which is now projected to be approximately $500,000.  Until
the  Company  obtains  the  amount  of  working  capital  required  to meet  its
continuing operating overhead,  it will be necessary to call upon the investment
community and/or the Company's  officers and others  associated with the Company
for financial assistance.

During the third quarter,  the Company completed a $400,000 private placement of
its restricted common stock. In addition,  the Company completed a $150,000 debt
financing and a $50,000 debt equity during the first four months of 2006.

In addition to capital needs for  operating  overhead,  the  Company's  need for
capital has  increased  substantially  as a result of it  acquiring  Aquatronics
Industries,  Inc. To meet these  continuing and increasing  needs,  management's
plans  are to (i) to  raise  capital  by  obtaining  financing  through  private
placement  efforts (ii) issue common stock for services rendered in lieu of cash
payment and (iii) obtain  loans from the  President  and other  employees of the
Company.

The Company's  future ability to achieve these objective cannot be determined at
this time. The accompanying  financial  statement do not include any adjustments
that  might  result  from the  outcome  of this  uncertainty  and  should not be
regarded as typical for normal operating periods.

The Company believes that it will continue to incur losses for at least the next
six months and, as a result,  will require  additional funds to meet such needs.
Without  realization of additional capital, it would be unlikely for the Company
to continue as a going concern.

The Company's future ability to achieve these objectives cannot be determined at
this time. The accompanying  financial statements do not include any adjustments
that  might  result  from the  outcome  of this  uncertainty  and  should not be
regarded as typical for normal operating period.

Conclusion

Although the Company expended  substantial  financial resources to establish its
field services operations, the expected results were not achieved.  Accordingly,
as indicated above, two of the Company's  subsidiaries  discontinued  operations
during  the first  quarter  of 2005 and  their  assets  have been  substantially
liquidated during the year ended December 31, 2005.

As stated here, future activities of the Company will be partially  dependent on
its ability to obtain  additional  funding in the near future and the success of
its newly acquired subsidiary, Aquatronics Industries, Inc.

RESULTS OF OPERATIONS

REVENUES:  The Company reported revenues of $387,651 from continuing  operations
for the year ended December 31, 2005, as compared to $71,117 in revenues for the
year ended  December 31, 2004.  The  increased  revenues of $316,534 were due to
$375,706 of revenues from our newly acquired subsidiary, Aquatronics Industries,
Inc.,  (Aquatronics) less a reduction of revenues of $59,172 to $11,945 from our
World Environmental Technologies, Inc., subsidiary.



                                       12
<PAGE>

TOTAL COSTS AND EXPENSES:  Total costs and expenses  decreased  from  $3,665,482
(restated)  for the year ended  December 31, 2004, to  $2,160,490  (exclusive of
impairment  losses and gains on sales of equipment)  for the year ended December
31,  2005,  of which  $480,236 was  incurred at  "Aquatronics."  The decrease of
$1,985,228  (exclusive of "Aquatronics") was primarily due to the Company's cost
reduction program.  Non-cash  stock-based costs and expenses totaled $471,194 of
the $2,160,480 of expenses.

OPERATING  EXPENSES:  Operating  expenses  decreased  from $288,798 for the year
ended  December 31, 2004, to $153,139 from  continuing  operations  for the year
ended  December 31, 2005.  The  decrease of $134,859  was  primarily  due to the
Company's cost reduction program.

SELLING, GENERAL AND ADMINSTRATIVE EXPENSES: Selling, general and administrative
expenses  decreased from  $3,188,726  (restated) for the year ended December 31,
2004, to $1,483,643  for the year ended December 31, 2005, of which $158,507 was
incurred  at   "Aquatronics."   The  decrease  of   $1,863,590   (exclusive   of
"Aquatronics") was primarily due the Company's cost reduction program.

INCOME TAX: The pretax loss  decreased from  $4,160,107  (restated) for the year
ended  December 31, 2004, to $2,172,804  for the year ended December 31, 2005, a
decrease of $2,129,246 (exclusive of the $141,943 loss at "Aquatronics").

FINANCIAL  CONDITION,  LIQUIDITY  AND CAPITAL  RESOURCES:  Capital  expenditures
during the year ended  December  31,  2005,  totaled  $153,584 as compared  with
$571,924  for the year ended  December  31, 2004.  The  expenditures  of $53,584
primarily   consisted  of  equipment   purchased   for  the  "Coale   Separator"
manufacturing  efforts and $16,312 of computer equipment and a vehicle purchased
by  `Aquatronics";  whereas,  the $571,924 of capital  expenditures for the year
ended  December 31, 2004,  primarily  consisted of equipment  purchased  for the
Company's solid control subsidiary, which has now been discontinued.

Sales of assets, including equipment,  customer lists and contracts for the year
ended  December 31, 2005,  were $440,762  including a $6,685 cost  adjustment as
compared to $0 for the year ended  December 31,  2004.  The increase of $440,762
was  primarily  due to sales of  assets of  $421,562  by the  Company's  Reliant
Drilling  Systems,  Inc.,  and  Ecoloclean of Texas,  Inc.,  subsidiaries  after
discontinuance of their operations.

Total debt  decreased  from  $3,267,650  at December 31, 2004 to  $2,858,172  at
December 31, 2005, a decrease of $409,478 inclusive of $246,540 of "Aquatronics"
debt.  The decrease of debt was  substantially  attributable  to a conversion of
$1,250,000 debt due the President to 7,352,941 shares of restricted common stock
offset by $610,277 in additional  loans from the President and a former  officer
of the Company.  These additional funds advanced allowed the Company to continue
operations.  Total debt as of December 31, 2005 and December 31, 2004  expressed
as a percentage  of the sum of total debt and  shareholders'  deficit was 249.3%
and 268.3% respectively.

Net loss for the year ended  December  31,  2005 was  $2,172,804,  a decrease of
47.8% from the restated net loss of $4,160,107  for the year ended  December 31,
2004. Diluted net loss per common share decreased 50% to $0.05. The net loss per
share calculation for the year ended December 31, 2005,  included an increase in
actual and equivalent shares outstanding.

DISCONTINUED  OPERATIONS:  The loss from  discontinued  operations  for the year
ended December 31, 2005, includes losses of $90,210 incurred by Reliant Drilling
Systems, Inc., and $15,289 incurred by Ecoloclean of Texas, Inc. These losses of
each  subsidiary,  which total  $105,499,  are primarily  attributable  to their
inability  to obtain  gross  revenue  levels and  margins in  sufficient  enough
amounts to cover  operating  support  costs and other  overhead of each company.
Losses of these two  subsidiaries  were $565,472 for the year ended December 31,
2004, which was the first year of operations for Reliant Drilling Systems, Inc.,
the pre-operating  period,  and the first six months of operations of Ecoloclean
of Texas, Inc.



                                       13
<PAGE>

GOING CONCERN:  While the Company's unaudited condensed  consolidated  financial
statements  have been prepared on a going concern basis which  contemplates  the
realization of assets and liquidation of liabilities during the normal course of
operations,  certain adverse  conditions and events cast substantial  doubt upon
the validity of this assumption.  Factors contributing to this substantial doubt
include  recurring losses from operations and net working capital  deficiencies.
As mentioned in the Financial Condition, Liquidity and Capital Resources section
above, we are currently  dependent on funding from the President to continue the
Company's operations.  The discontinuance of such funding and the unavailability
of outside financing to replace such funding could result in the Company ceasing
operations.

FORWARD-LOOKING STATEMENTS:

We have included  forward-looking  statements in this report.  For this purpose,
any  statements  contained in this report that are not  statements of historical
fact may be  deemed  to be  forward-looking  statements.  Without  limiting  the
foregoing,  words  such as "may",  "will",  "expect",  "believe",  "anticipate",
estimate",  "plan" or "continue" or the negative or other variations thereof are
comparable  terminology  are  intended to identify  forward-looking  statements.
These statements by their nature involve  substantial  risks and  uncertainties,
and actual  results  may differ  materially  depending  on a variety of factors.
Factors that might cause  forward-looking  statements to differ  materially from
actual  results  include,  among other  things,  overall  economic  and business
conditions,  demand  for the  Company's  products,  competitive  factors  in the
industries  in  which  we  compete  or  intend  to  compete,  impact  and  other
uncertainties of our future acquisitions plans.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

The  Company  does  not  issue  or  invest  in  financial  instruments  or their
derivatives for trading or speculative  purposes.  The operations of the Company
are conducted  primarily in the United States,  and, are not subject to material
foreign  currency  exchange risk.  Although the Company has outstanding debt and
related  interest  expense,  market risk of interest rate exposure in the United
States is currently not material.


ITEM 7.   Financial Statements

Index to Financial Statements.....................................    F-2

Independent Accountant's Report...................................    F-3
Financial Statements
       Balance Sheets.............................................    F-4
       Statements of Operations...................................    F-5
       Statements of Stockholder's (Deficit)......................    F-6
       Statements of Cash Flows...................................    F-7 - F-8
       Notes to Financial Statements..............................    F-9 - F-26



ITEM  8.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.

         None.

ITEM 8A.  Controls and Procedures.

(a) Evaluation Of Disclosure Controls And Procedures.

         Item  308(a)(3)  of  Regulation  S-B  states  that  "Management  is not
permitted to conclude that the small  business  issuer's  internal  control over
financial reporting is effective if there are one or more material weaknesses in
the small business  issuer's  internal  control over financial  reporting." As a
result of (1) our inability to timely report the historical financial statements
of Aquatronics  Industries,  Inc. and (2) the  restatements  to our December 31,
2004 financial statements and our quarterly reports for the periods ending March



                                       14
<PAGE>

31, June 30 and  September  30, 2005, as disclosed in Footnote 3 to our December
31, 2005 financial  statements contained herein, our Chief Executive Officer and
Principal  Accounting Officer,  can no longer conclude that after evaluating the
effectiveness  of our  "disclosure  controls and  procedures" (as defined in the
Securities  Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of
the period covered by this Report on Form 10-KSB,  that our disclosure  controls
and procedures were effective to provide  reasonable  assurance that information
we are required to disclose in reports that we file or submit under the Exchange
Act is recorded,  processed,  summarized  and  reported  within the time periods
specified in the Securities and Exchange  Commission  rules and forms,  and that
such  information is accumulated and  communicated to our management,  including
our Chief Executive  Officer and Chief  Financial  Officer,  as appropriate,  to
allow timely decisions regarding required disclosure.

         At the time we acquired  Aquatronics  Industries,  Inc. we had believed
that we would be able to report  its  historical  financial  statements  on Form
8-K/A.  However,  due to a limited financial  resources,  we have been unable to
present Aquatronics' historical financial statements. We believe that we will be
able to report them in the near future.

Additionally, the Company believes that its restatement to its December 31, 2004
financial statements and restatements to quarterly reports for March 31, June 30
and September 30, 2005 financial  statements,  will be a one time occurrence and
that moving forward our Controls and Procedures  will once again be effective as
the accounting  corrections  contained in the restated  December 31, 2004, March
30,  June 30 and  September  30,  2005  financial  statements.  The  Company  is
utilizing  the  guidelines   communicated   to  it  by  the  SEC  after  various
communications   regarding   accounting   for  stock  based   compensation   and
discontinued operations.

(b) Changes In Internal Control Over Financial Reporting.

         There  were  no  significant  changes  in  our  internal  control  over
financial  reporting  during the last fiscal year and/or up to and including the
date  of this  filing  (except  as  disclosed  in (a)  above)  that  we  believe
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

(c) Limitations.

         Our management, including our Principal Executive Officer and Principal
Financial  Officer,  does not expect  that our  disclosure  controls or internal
controls over  financial  reporting  will prevent all errors or all instances of
fraud. A control system,  no matter how well designed and operated,  can provide
only reasonable,  not absolute,  assurance that the control system's  objectives
will be met. Further,  the design of a control system must reflect the fact that
there are resource constraints,  and the benefits of controls must be considered
relative to their  costs.  Because of the  inherent  limitations  in all control
systems,  no  evaluation  of controls can provide  absolute  assurance  that all
control  issues and  instances  of fraud,  if any,  within our company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Controls can also be  circumvented  by the individual acts of
some persons,  by collusion of two or more people, or by management  override of
the controls. The design of any system of controls is based in part upon certain
assumptions  about the  likelihood  of future  events,  and any  design  may not
succeed in achieving  its stated goals under all  potential  future  conditions.
Over time,  controls may become  inadequate  because of changes in conditions or
deterioration  in the degree of compliance with policies or procedures.  Because
of the inherent limitation of a cost-effective control system, misstatements due
to error or fraud may occur and not be detected.

ITEM 8B.  Other Information.

         None.

                                    PART III

ITEM  9.  Directors,   Executive  Officers,   Promoters,  and  Control  Persons:
          Compliance With Section 16(a) of the Exchange Act




                                       15
<PAGE>

         The  following  table  lists the  names,  ages,  and  positions  of the
executive  officers and  directors  of the Company  that served  during the year
ending  December 31, 2005.  All officers and  directors  have been  appointed to
serve until their successors are elected and qualified.  Additional  information
regarding the business experience,  length of time served in each capacity,  and
other matters relevant to each individual is set forth following the table.

The officers and directors of the Ecoloclean Industries,  Inc., Ecoloclean, Inc.
and Ecoloclean of Texas, Inc. are as follows:

 Name               Age       Position                                Term

Royis Ward          72        President, CEO, Director            Jan 03-Present
                              CFO
Michael Ward        50        Secretary/Treasurer, Director       Jan 03-Sept 05

ROYIS WARD:

         Royis Ward has been the  President  and  Director of  Ecoloclean  since
January 2003.  During 2003,  until his resignation on October 1, 2003, he served
as  Secretary/Treasurer  and a Director of Tidelands  Oil & Gas  Corporation,  a
publicly  held  company.  Mr. Ward had served in the  Tideland's  offices  since
October  21,  1998.  He has  been  engaged  in the oil and  gas  industry  since
graduation from Tyler Junior College,  Tyler, Texas in 1952.  Initially,  he was
employed as a  production  superintendent  and  landman for  Coffield & Guthrie,
Inc., a large  independent oil and gas operator and thereafter  placed in charge
of pipeline and drilling operations from 1952-1955. In 1955, he began to develop
oil  and  gas  properties  for his own  account  as an  independent  oil and gas
operator  throughout the southwest until 1962. At that time, he became President
of Omega Petroleum Corporation,  Shreveport, Louisiana. Thereafter, he continued
as an independent oil and gas operator drilling individual in excess of 50 wells
in the South  Texas  Area.  In 1968,  he became the  President  and CEO of Omega
Minerals,  Inc. and was instrumental in acquiring vast oil and gas properties by
drilling, development, and re-acquisitions.  In 1985, Tidelands Oil Corporation,
a Texas  Corporation,  was formed for the purpose of drilling and developing oil
and gas properties in South Texas.

MICHAEL WARD:

         On September 7, 2005,  our corporate  Secretary and member of the board
of directors,  Michael Ward, tendered his resignation from these positions.  Mr.
Ward's  decision  to  resign  was  the  result  of  increased   demands  on  his
professional responsibilities to other business enterprises.

         Mr. Ward had been the  Secretary/Treasurer and a Director of Ecoloclean
since  January  2003.  He is also the  President,  Chief  Executive  Officer and
Director of the Tidelands Oil & Gas Corporation.  Michael Ward has served in the
Tideland's  offices since  October 21, 1998.  Mr. Ward has more than 25 years of
diversified  experience  as an oil  and gas  professional.  He was  educated  in
business  management and  administration at Southwest Texas State University and
the  University  of Texas.  He has wide  experience  in the capacity in which he
successfully  served in operating  oil and gas  companies in the United  States.
During the past 20 years, he has been associated with Century Energy Corporation
where  his  duties   and   responsibilities   were   production   and   drilling
superintendent and supervised 300 re-completions and new drills in Duval County,
Texas. In association with Omega Minerals, Inc., where he was vice president and
part owner,  he  operated  65 wells in 23  counties in South and West Texas:  17
wells in Seminole and Osage  Counties,  Oklahoma,  44 wells in Neosho and Wilson
Counties,  Kansas and 125 wells in Brown,  Pike,  Schuyler  and Scott  Counties.
Illinois.  He was president and owner of Major  Petroleum  Company.  He drilled,
completed  and produced 42 wells in South and West Texas  counties.  The company
was sold. With Tidelands Oil  Corporation,  his duties included  supervising and
performing  remedial  well  work,  work-overs  and  economic  evaluation  of the
corporate  properties.  The  primary  area of interest  was in Maverick  County,
Texas. He has performed  project  financing  analysis and consulting of refinery
acquisitions for the Yemen government.

Family Relationships: Michael Ward is the son of Royis Ward.

The officers and  directors of the World  Environmental  Technologies,  Inc. and
Reliant Drilling are as follows:




                                       16
<PAGE>

Name                                   Age           Position

Michael Richardson                     64            President, CEO, Director

Michael Richardson  founded World  Environmental  Technologies,  Inc. ("WET") in
2001. He founded the company to capitalize on business  opportunities created by
increased  environmental  governmental  regulation in the State of Louisiana. He
sought out new  technologies  which could address  environmental  remediation of
contaminated  industrial  liquids.  Prior to founding WET he was an  independent
consultant and project manager  providing  environmental  consulting  services a
variety of corporations.

Compliance  with Section  16(a) of the  Securities  Exchange Act of 1934 Section
16(a) of the  Securities  Exchange Act of 1934 requires the Company's  directors
and  executive  officers,  and  persons  who own more than 10% of the  Company's
Common  Stock,  to file with the  Securities  and  Exchange  Commission  initial
reports of beneficial  ownership and reports of changes in beneficial  ownership
of  Common  Stock of the  Company.  Officers,  directors  and  greater  than 10%
shareholders  are required by the Securities and Exchange  Commission to furnish
the Company with copies of all section 16(a) reports they file.  Based solely on
copies of such forms  furnished as provided  above,  or written  representations
that no Forms 5 were required,  the Company believes that during the fiscal year
ended December 31, 2005, all Section 16(a) filing requirements applicable to its
executive  officers,  directors  and  beneficial  owners of more than 10% of its
Common Stock were complied  with,  except as follows:  During 2005,  Royis Ward,
Michael Ward and Michael  Richardson each failed to file one Form 5 each, Annual
Statement of Beneficial  Ownership.  During 2005,  Royis Ward failed to file one
Forms 4,  Statement  of  Change  in  Beneficial  Ownership  regarding  a private
transfer of 500,000  shares of common stock on October 26,  2005.  Additionally,
M.C. Richardson filed two Forms 4 late.

The officers and directors of Aquatronics Industries, Inc. is as follows:

Name                          Age           Position

Howard Schachter              73            President, CEO, Director

Mr. Schachter has been employed by Aquatronics Industries for the last five
years. He is the founder and chief executive officer. His spouse, Ruth
Schachter, is an Ecoloclean Industries shareholder. She owns 2,500,000 common
shares which she acquired in connection with the company's purchase of
Aquatronics Industries, Inc., a Rhode Island corporation.

CODE OF ETHICAL CONDUCT.

On May 15, 2003, our board of directors adopted our code of ethical conduct that
applies to all of our employees and directors, including our principal executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller, and persons performing similar functions.

We believe the adoption of our Code of Ethical  Conduct is  consistent  with the
requirements of the Sarbanes-Oxley Act of 2002.

         Our Code of Ethical  Conduct is  designed  to deter  wrongdoing  and to
         promote:

         Honest and ethical conduct, including the ethical handling of actual or
         apparent  conflicts  of  interest  between  personal  and  professional
         relationships;

         Full, fair, accurate,  timely and understandable  disclosure in reports
         and  documents  that we file or submit  to the  Securities  &  Exchange
         omission and in other public communications made by us;

         Compliance with applicable governmental laws, rules and regulations,

         The  prompt  internal  reporting  to an  appropriate  person or persons
         identified in the code of  violations  of our Code of Ethical  Conduct;
         and

         Accountability for adherence to the Code.



                                       17
<PAGE>

ITEM 10.  Executive Compensation

The following sets forth the  compensation of the officers of the Company in the
year ended December 31, 2005.

Summary Compensation.

The  following  table sets forth the  compensation  paid by the  Company  during
fiscal year 2005 to its officers.  This information includes the dollar value of
base  salaries,  bonus awards and number of stock options  granted,  and certain
other compensation, if any.

Table 1.
                                                                    Securities
                                                                    Underlying
Name and Position          Year       Salary            Bonus       Options/SARs

Royis Ward                 2005       $120,000(1)       -0-         1,000,000
Director, President

Michael Ward               2005       -0-               -0-         1,000,000
Sec/Treas., Director



Notes:

     (1)  As of December  31,  2005,  the  cumulative  amount of unpaid  officer
          salary was  $437,500  and is included in accounts  payable and accrued
          expenses of our financial statements.

The  following  table  sets  forth  the  compensation  paid  by our  Aquatronics
Industries  subsidiary during fiscal year 2005 to it officers.  This information
includes  the dollar  value of base  salaries,  bonus awards and number of stock
options granted, and certain other compensation, if any.

Table 2.
                                                                    Securities
                                                                    Underlying
Name and Position          Year       Salary            Bonus       Options/SARs

Howard Schachter           2005       $37,500(1)        -0-         -0-
Director, President

Compensation of Directors

The members of the Board of  Directors  are not  compensated  by the Company for
acting as such.

ITEM 11.   Security Ownership of Certain Beneficial Owners and Management

The  following  table sets forth the Common Stock  ownership  information  as of
December 31, 2005, with respect to(i) each person known to the Company to be the
beneficial  owner of more  than 5% of the  Company's  Common  Stock;  (ii)  each
director  of the  Company;  and  (iii) all  directors,  executive  officers  and
designated  stockholders  of the  Company  as a group.  This  information  as to
beneficial ownership was furnished to the Company by or on behalf of the persons
named.  Unless  otherwise  indicated,  each has sole voting and investment power
with respect to the shares  beneficially  owned.  The  percentages  are based on
51,600,085 shares issued and outstanding as of December 31, 2005.

(a)  Beneficial Ownership of more than 5% based on 51,600,085 common shares.




                                       18
<PAGE>

Table 1.

    (1)                     (2)                    (3)                (4)
Title of Class        Name and Address      Amount and Nature   Percent of Class
Common Stock


Royis Ward(1)         2242 S. Hwy 83        13,352,941(3)             25.80%
                      Crystal City, TX

Michael Ward(1)(2)    1862 W. Bitters Rd.    7,000,000(3)             13.56%
                      San Antonio, TX


Total                                       20,352,941                39.36%

Notes:

(1) Directors and Officers of Ecoloclean Industries, Inc. during 2005.
(2) Michael Ward resigned his positions effective September 7, 2005.
(3)This figure includes  1,000,000 common shares underlying  outstanding  common
stock options which are immediately exercisable. These options have not yet been
exercised.


(b) Security Ownership of Management.  Based on 51,600,085 shares as of December
31, 2005.

<TABLE>
<CAPTION>

Table 2.

    (1)                       (2)                      (3)                (4)
Title of Class          Name and Address        Amount and Nature   Percent of Class
Common Stock
<S>                     <C>                     <C>                 <C>


Royis Ward(1)(2)        2242 S. Hwy 83.         13,352,941(5)            25.80%
                        Crystal City, TX

Michael Ward(1)(2)(4)   1862 W. Bitters Rd.      7,000,000(5)            13.56%
                        San Antonio, TX

Michael Richardson(2)   950 Birdsong St.         1,969,964                3.81%
                        Lafayette, LA

Howard Schachter(3)     501 Bullocks Point Rd.   2,500,000                4.84%
                        Riverside, RI 02915

Total                                           24,822,905               48.01%
</TABLE>


Notes:

(1) Directors and Officers of Ecoloclean Industries, Inc.
(2)  Mike  Richardson  is  an  officer  and  director  of  World   Environmental
Technologies, Inc., an Ecoloclean subsidiary.
(3) Howard Schachter is an officer and director of Aquatronics Industries, Inc.,
an Ecoloclean subsidiary. The shares are owned by his spouse, Ruth Schachter and
beneficial ownership is attributed to him for the purposes of this Table.
(4) Michael Ward resigned as an officer and director September 7, 2005.
(5) This figure includes  1,000,000 common shares underlying  outstanding common
stock options which are immediately exercisable. These options have not yet been
exercised.

 ITEM 12.  Certain Relationships and Related Transactions

 As of December 31, 2005, the cumulative amount of unpaid officer's salary was
 $437,500 and is included in the accounts payable and accrued expenses. The
 board of directors had approved a salary for officer services.

At December 31, 2005,  cumulative  advances  bearing  interest at the rate of 5%
annually were due to company officers in the amount of $1,302,085, plus $181,490
accrued  interest.  The accrued  interest  is  included in accounts  payable and
accrued expenses. The advances are due July 10, 2007.

On September 5, 2005, the company granted Royis Ward and Michael Ward options to
purchase up to 1,000,000  Ecoloclean  shares of common  stock at Twenty  ($0.20)
Cents per share.  The options  are  immediately  exercisable  and  terminate  on
September 5, 2010.


                                       19
<PAGE>

ITEM 13.  Exhibits

*3.1     Articles of  Incorporation  of Sailtech  International,  Inc., a Nevada
         corporation, formerly Argonaut Resources, Ltd
*3.2     Articles of Amendment Sailtech  International,  Inc., formerly Argonaut
         Resources, Ltd.
*3.3     Articles of Amendment of Sailtech International,  Inc. changing name to
         Ecoloclean Industries, Inc. filed Form 8-K on 12-18-03.
*3.4     Bylaws of Sailtech International, Inc.
21       List of Subsidiaries
31       Chief Executive/Financial Officer-Section 302 Certification pursuant to
         Sarbanes-Oxley Act.
32       Chief Executive/Financial Officer-Section 906 Certification pursuant to
         Sarbanes-Oxley Act.

* Previously filed.

ITEM 14.  Principal Accountant Fees and Services.

         The Company paid or accrued the following fees in each of the prior two
fiscal years to its principal  accountant,  Baum & Co.,  P.A. of Coral  Springs,
Florida.

                                                            Year End    Year End
                                                            12-31-04    12-31-05

(1)      Audit Fees                                         $39,530     $43,285
(2)      Audit-related Fees                                      -0-      3,750
(3)      Tax Fees                                                -0-        -0-
(4)      All other fees                                          -0-        -0-
     Total Fees                                              $39,530    $47,035

The Company has no formal audit committee. However, as defined in Sarbanes-Oxley
Act of 2002,  the entire  Board of  Directors  is the  Company's  defacto  audit
committee.

The Company's  principal  accountant,  Baum & Co., P.A. did not engage any other
persons or firms  other than the  principal  accountant's  full-time,  permanent
employees.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) to the Securities  Exchange
Act of 1934,  the Company has duly caused this Form 10-KSB Report for the period
ending  December  31,  2005  to be  signed  on its  behalf  by the  undersigned,
thereunto duly authorized on this 11th day of May 2006.


                                                 ECOLOCLEAN INDUSTRIES, INC.


                                                 BY: /s/ Royis Ward
                                                    ----------------------------
                                                    Royis Ward, President

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 Company and in
the capacities and on the dates indicated.


Date: May 11, 2006                                /s/ Royis Ward
                                                 -------------------------------
                                                 Royis Ward, President, Director






                                       20




<PAGE>











                           ECOLOCLEAN INDUSTRIES, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004





















<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004



                                TABLE OF CONTENTS





INDEPENDENT AUDITOR'S REPORT.......................................          F-3

CONSOLIDATED FINANCIAL STATEMENTS:

      Consolidated Balance Sheets.................................           F-4

      Statements of Consolidated Operations ......................           F-5

      Statements of Consolidated Stockholders' (Deficit)..........           F-6

      Statements of Consolidated Cash Flows ......................     F-7 - F-8

      Notes to Consolidated Financial Statements .................    F-9 - F-29





















<PAGE>

                              BAUM & COMPANY, P.A.
                        1515 UNIVERSITY DRIVE, SUITE 209
                          CORAL SPRINGS, FLORIDA 33071


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Ecoloclean Industries, Inc.
2242 S. Highway 83
Crystal City, TX 78839

We have  audited the  accompanying  consolidated  balance  sheets of  Ecoloclean
Industries, Inc., as of December 31, 2005 and 2004, and the related consolidated
statements of operations,  stockholders' (deficit), and cash flows for the years
ended December 31, 2005 and 2004. These  consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Ecoloclean  Industries,  Inc., as of December 31, 2005 and 2004, and the results
of their consolidated operations and their consolidated cash flows for the years
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.

As more fully described in Note 3 to the financial statements,  the accompanying
consolidated  balance sheets and related statements of consolidated  operations,
shareholders'(deficit)  and cash flows have been  restated to reflect the proper
accounting  for  certain  transactions  which  occurred  during  the year  ended
December 31, 2004. In our original  report dated April 14, 2005, we expressed an
unqualified opinion on the consolidated  financial statements and our opinion in
the revised statements remains unqualified.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


Baum & Company, P.A.
Coral Springs, Florida
May 4, 2006


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                           ECOLOCLEAN INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                               December 31,    December 31,
                                                                   2005            2004
                                                               ------------    ------------
                                                                                (Restated)
<S>                                                            <C>             <C>
Current Assets:
     Cash                                                      $      8,649    $      5,345
     Accounts Receivable                                            100,839           1,785
     Inventory                                                       76,091               0
     Prepaid Expenses                                                44,594          28,801
     Current Portion of Assets of Discontinued Operations            58,520         196,279
                                                               ------------    ------------
         Total Current Assets                                       288,693         232,210
                                                               ------------    ------------

Property, Plant and Equipment (Net)                                 364,130         427,952
                                                               ------------    ------------

Other Assets:
     Deposits                                                         6,450             400
     License and Trademark Costs (Net)                               12,836          80,434
     Intangible Assets                                              310,696          33,585
     Non-Current Portion of Assets of Discontinued
       Operations                                                         0         443,310
                                                               ------------    ------------
         Total Other Assets                                         329,982         557,729
                                                               ------------    ------------

         Total Assets                                          $    982,805    $  1,217,891
                                                               ============    ============

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
     Notes and Loans Payable - Current Portion                 $    198,161    $    171,209
     Accounts Payable and Accrued Expenses                        1,225,212         686,064
     Current Portion of Liabilities of
       Discontinued Operations                                      117,220         458,908
                                                               ------------    ------------
         Total Current Liabilities                                1,540,593       1,316,181

Long-Term Debt                                                       15,494           9,661

Due to Related Parties                                            1,302,085       1,941,808
                                                               ------------    ------------

         Total Liabilities                                        2,858,172       3,267,650
                                                               ------------    ------------

Commitments and Contingencies                                          --              --

Stockholders' (Deficit)
     Preferred Stock, $0.001 par value per share,
       10,000,000 shares authorized, 0 shares
       issued and outstanding                                          --              --
     Common Stock, $0.0001 par value per share,
       100,000,000 shares authorized, 51,600,085
       and 37,900,664 shares issued and outstanding
       at 2005 and 2004 respectively                                  5,160           3,790
     Additional Paid-in Capital                                   5,358,581       3,012,756
     Accumulated (Deficit)                                       (7,239,108)     (5,066,305)
                                                               ------------    ------------
         Total Stockholders' (Deficit)                           (1,875,367)     (2,049,759)
                                                               ------------    ------------

      Total Liabilities and Stockholders' (Deficit)            $    982,805    $  1,217,891
                                                               ============    ============
</TABLE>



           See Accompanying Notes to Consolidated Financial Statements

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                           ECOLOCLEAN INDUSTRIES, INC.
                      STATEMENTS OF CONSOLIDATED OPERATIONS


                                                For Year Ended       For Year Ended
                                               December 31, 2005    December 31, 2004
                                               -----------------    -----------------
                                                                       (Restated)
<S>                                            <C>                  <C>

Revenues                                       $         387,651    $          71,117
                                               -----------------    -----------------

Expenses
   Cost of Sales                                         317,812               34,056
   Operating Expenses                                    153,939              288,798
   Depreciation & Amortization                           100,393               72,211
   Interest                                              104,703               81,691
   Officer's Salary                                      157,500              120,000
   Selling, General and Administrative                 1,326,143            3,068,726
   Impairment Loss                                       313,386                    0
   Gain on Sale of Assets                                (18,920)                   0
                                               -----------------    -----------------
   Total Expenses                                      2,454,956            3,665,482
                                               -----------------    -----------------

Net (Loss) from Continuing Operations                 (2,067,305)          (3,594,365)
Net (Loss) from Discontinued Operations                 (105,499)            (565,742)
                                               -----------------    -----------------

Net (Loss)                                     $      (2,172,804)   $      (4,160,107)
                                               =================    =================

Net (Loss) Per Common Share
   Basic and Diluted
     Net (Loss) from Continuing Operations     $           (0.05)   $           (0.10)
     Net (Loss) from Discontinued Operations               (0.00)               (0.02)
                                               -----------------    -----------------

        Total                                  $           (0.05)   $           (0.12)
                                               =================    =================

Weighted Average Number of Common
  Shares Outstanding
     Basic and Diluted                                44,026,230           35,200,664
                                               =================    =================
</TABLE>












           See Accompanying Notes to Consolidated Financial Statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                           ECOLOCLEAN INDUSTRIES, INC.
               STATEMENTS OF CONSOLIDATED STOCKHOLDERS' (DEFICIT)
            FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 (RESTATED)






                             Common
                              Stock                    Additional                      Total
                             Shares                     Paid-In      Accumulated   Stockholders'
                             Issued        Amount       Capital       (Deficit)      (Deficit)
                          -----------   -----------   -----------    -----------    -----------
<S>                       <C>           <C>           <C>            <C>            <C>

Balance
 December 31, 2003         32,500,664   $     3,250   $   190,558    $  (906,198)   $  (712,390)

Stock Issuances
  Sale of Common Stock      1,000,000           100       499,900              0        500,000

  For Services and
  Compensation              4,400,000           440     2,647,298              0      2,647,738

  Fee for Services re-
  Sale of Common Stock              0             0      (325,000)             0       (325,000)

Net Loss for the Period             0             0             0     (4,160,107)    (4,160,107)
                          -----------   -----------   -----------    -----------    -----------

Balance
  December 31, 2004        37,900,664   $     3,790   $ 3,012,756    $(5,066,305)   $(2,049,759)

Stock Issuances

Sale of Common Stock        2,020,000           202       403,798              0        404,000

For Services and
 Compensation               1,776,480           178       471,016              0        471,194

For Acquisition             2,500,000           250       249,750              0        250,000
In Payment of Loans         7,352,941           735     1,249,265              0      1,250,000

In Payment of Accrued
  Expense                      50,000             5        11,995              0         12,000
Fee for Services re:
 Sale of Common Stock               0             0       (40,000)             0        (40,000)
   Rounding                         0             0             1              1              2
Net Loss for the Period             0             0             0     (2,172,804)    (2,172,804)
                          -----------   -----------   -----------    -----------    -----------

                           51,600,085   $     5,160   $ 5,358,581    $(7,239,108)   $(1,875,367)
                          ===========   ===========   ===========    ===========    ===========
</TABLE>

















           See Accompanying Notes to Consolidated Financial Statements

                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                           ECOLOCLEAN INDUSTRIES, INC.
                      STATEMENTS OF CONSOLIDATED CASH FLOWS



                                                           For Year Ended       For Year Ended
                                                          December 31, 2005    December 31, 2004
                                                          -----------------    -----------------
                                                                                   (Restated)
<S>                                                       <C>                  <C>
Cash Flows Provided (Required) By
  Operating Activities:
    Net (Loss)
      From Continuing Operations                          $      (2,067,305)   $      (3,594,365)
      From Discontinued Operations                                 (105,499)            (565,742)
    Adjustments to Reconcile Net (Loss) to Net Cash
      Provided (Required) by Operating Activities:
       Depreciation and Amortization
         From Continuing Operations                                 100,393               72,211
         From Discontinued Operations                                39,973               72,338
       Impairment Losses                                            313,386                    0
       Issuance of Common Stock for Services
         Provided                                                   471,194            2,647,738
       (Gain) Loss on Sale of Assets
         From Continuing Operations                                 (18,920)                   0
         From Discontinued Operations                               (55,168)                   0
       Officer's Salary Accrual                                     157,500              120,000
       Changes in
         Accounts Receivable                                        141,278              (76,950)
         Inventory                                                   28,989                    0
         Prepaid Expenses                                            28,912              (52,678)
         Accounts Payable and Accrued Expenses                      (81,280)             446,897
                                                          -----------------    -----------------

Net Cash (Required) By Operating Activities                      (1,046,547)            (930,551)
                                                          -----------------    -----------------

Cash Flows Provided (Required) By Investing Activities:
     Note Receivable - Sale of Assets                               (55,420)                   0
     Proceeds - Sale of Assets                                      440,752                    0
     Acquisitions of Machinery and Equipment                        (53,584)            (571,924)
     Deposits and Other Non-Current Assets                            6,520              (12,770)
     Licenses and Trademark Costs                                         0              (65,505)
                                                          -----------------    -----------------

Net Cash Provided (Required) By Investing Activities                338,268             (650,199)
                                                          -----------------    -----------------
</TABLE>














           See Accompanying Notes to Consolidated Financial Statements

                                      F-7
<PAGE>
<TABLE>
<CAPTION>

                          ECOLOCLEAN INDUSTRIES, INC.
                     STATEMENTS OF CONSOLIDATED CASH FLOWS
                                  (CONTINUED)


                                                           For Year Ended       For Year Ended
                                                          December 31, 2005    December 31, 2004
                                                          -----------------    ------------------
                                                                                  (Restated)
<S>                                                       <C>                  <C>
Cash Flows Provided (Required)
  By Financing Activities
      Cash Acquired in Acquisition                        $          14,753    $                0
      Payments of Short-Term Loans                                 (280,166)                    0
      Proceeds of Long-Term Loan                                      4,775                     0
      Proceeds of Notes and Loans Payable                                 0               242,708
      Proceeds from Issuance of Common Stock                        404,000               500,000
      Proceeds of Loans from Related Parties                        610,278             1,166,439
      Fees for Services - Sale of Common Stock                      (40,000)             (325,000)
                                                          -----------------    ------------------

Net Cash Provided by Financing Activities                           713,640             1,584,147
                                                          -----------------    ------------------

Net Increase in Cash                                                  5,361                 3,397
Cash at Beginning of Period                                           5,929                 2,532
                                                          -----------------    ------------------
Cash at End of Period                                     $          11,290    $            5,929
                                                          -----------------    ------------------

Supplemental Disclosures of Cash
  Flow Information
      Cash Payments for Interest                          $          31,040    $           18,826
                                                          =================    ==================

      Cash Payments for Income Taxes                      $               0    $                0
                                                          =================    ==================

Non-Cash Investing Activities and Financing Activities:
   Issuance of Common Stock:
     For Repayment of Loan from Related Party             $       1,250,000    $                0
     For Payment of Account Payable                                  12,000                     0
     For Acquisition of Aquatronics Industries, Inc.
       Net of $14,753 Cash Acquired                                 235,247                     0
                                                          -----------------    ------------------
       Total Non-Cash Investing Activities
         and Financing Activities                         $       1,497,247    $                0
                                                          =================    ==================
</TABLE>














           See Accompanying Notes to Consolidated Financial Statements

                                      F-8
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------   ------------------------------------------

         This summary of significant  accounting policies is presented to assist
         in  understanding   these  consolidated   financial   statements.   The
         consolidated  financial  statements  and notes are  representations  of
         management who are responsible for their integrity and objectivity. The
         accounting  policies  used conform to accounting  principles  generally
         accepted  in the United  States of America  and have been  consistently
         applied in the preparation of these consolidated financial statements.

         Organization
         ------------

         On June 11, 2002,  Ecoloclean,  Inc., the Company,  incorporated in the
         state of Texas.  On September 1, 2002, the Company  acquired all of the
         outstanding shares of World Environmental Technologies,  Inc. (WET). On
         January 14,  2003,  the Company  completed a reverse  acquisition  with
         Sailtech International, Inc., which then changed its name to Ecoloclean
         Industries, Inc. In addition to owning all of the outstanding shares of
         WET and Ecoloclean,  Inc., the Company also owns all of the outstanding
         shares of Reliant Drilling Systems,  Inc. and Ecoloclean of Texas, Inc,
         whose  operations  were  discontinued   during  2005  (See  Note  13  -
         Discontinued Operations).  On September 14, 2005, the Company completed
         the  acquisition  of 100% of capital stock of  Aquatronics  Industries,
         Inc., with an effective date of August 1, 2005.

         Business
         --------

         The Company and its  subsidiaries  operate under a worldwide,  industry
         exclusive and perpetual license to manufacture machines,  pursuant to a
         patent, for the treatment of contaminated water through a process known
         as   electrocoagulation.   The  industry  exclusivity  applies  to  the
         petroleum exploration, petroleum, chemical, transportation and refining
         industries.

         As a result of the  acquisition  of Aquatronics  Industries,  Inc., the
         Company is now concentrating its business activities in providing water
         remediation and purification services and products to a wide variety of
         industrial, commercial and residential customers.

         In  addition,  the Company  has  substantially  delayed  its  marketing
         efforts  of  the  "Coale  Separator".   (See  Note  5  -  Licenses  and
         Trademarks).




                                      F-9
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------   ------------------------------------------------------

         Principles of Consolidation
         ---------------------------

         The accompanying consolidated financial statements include the accounts
         of  the  Company  and  its  wholly-owned  subsidiaries.   All  material
         inter-company items and transactions have been eliminated.

         Fair Value of Financial Instruments
         -----------------------------------

         The Company has adopted Statement of Financial Accounting Standards No.
         107  "Disclosures  About Fair Value of  Financial  Instruments",  which
         requires the disclosures of the fair value of off-and-on  balance sheet
         financial instruments.  Unless otherwise indicated,  the fair values of
         all  reported  assets  and  liabilities,   which  represent   financial
         instruments (none of which are held for trading purposes),  approximate
         the carrying values of such amounts.

         Use of Estimates
         ----------------

         The preparation of consolidated financial statements in accordance with
         accounting  principles  generally  accepted  in the  United  States  of
         America requires management to use estimates and make judgments.  While
         management  has considered  all available  information,  actual amounts
         could  differ  from  those  reported  as assets,  liabilities,  related
         revenues,   costs  and   expenses   and  the   disclosed   amounts   of
         contingencies.

         Property, Plant and Equipment
         -----------------------------

         Property,   plant  and  equipment  are  recorded  at  historical  cost.
         Depreciation  of  property,  plant and  equipment  is  provided  on the
         straight-line  method over the  estimated  useful  lives of the related
         assets.  Maintenance  and repairs are charged to operations.  Additions
         and  betterments,  which  extend the useful  lives of the  assets,  are
         capitalized.  Upon  retirement or disposal of the  property,  plant and
         equipment,  the cost and accumulated  depreciation  are eliminated from
         the  accounts,   and  the  resulting  gain  or  loss  is  reflected  in
         operations.









                                      F-10
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------   ------------------------------------------------------

         Goodwill and Purchased Intangible Assets
         ----------------------------------------

         Goodwill of $460,696  represents  the excess of cost over fair value of
         net  assets  acquired  through  acquisitions.  Statement  of  Financial
         Accounting  Standards No. 142 "Goodwill  and Other  Intangible  Assets"
         (SFAS 142) requires goodwill to be tested for impairment,  on an annual
         basis and between  annual tests in certain  circumstances,  and written
         down when impaired,  rather than being amortized as previous accounting
         standards required. Furthermore, SFAS 142 requires purchased intangible
         assets  other than  goodwill to be  amortized  over their  useful lives
         unless  these  lives  are  determined  to be  indefinite.  The  Company
         assessed  goodwill  for  impairment  by  comparing  the fair value of a
         reporting  unit with its carrying  value,  including  goodwill.  During
         2005, the Company  determined  that the carrying amount of the goodwill
         assigned to the acquisition of Aquatronics  Industries,  Inc., exceeded
         its fair  value,  which was  estimated  based on the  present  value of
         expected future cash inflows.  Accordingly,  a goodwill impairment loss
         of  $150,000  was  recognized.  In  addition,  during  the  year  2005,
         management determined that certain license costs, which were subject to
         amortization,  were also impaired based on estimated future cash flows,
         and  accordingly,  an impairment loss of $49,600 (See Note 5 - Licenses
         and Trademark Costs) was likewise recognized.

         Long-Lived Assets
         -----------------

         Statement of Financial  Accounting Standards 144 (SFAS 144) "Accounting
         for the  Impairment  or Disposal of  Long-Lived  Assets"  requires that
         long-lived  assets to be held and used by the Company be  reviewed  for
         impairment  whenever events or changes in  circumstances  indicate that
         the related  carrying  amount may not be  recoverable.  When  required,
         impairment losses on assets to be held and used are recognized based on
         the fair value of the asset,  and  long-lived  assets to be disposed of
         are reported at the lower of carrying amount or fair value less cost to
         sell.

         During  2005,  the Company  recorded an  impairment  loss of $76,383 on
         certain electro  coagulation units recorded on the books of Ecoloclean,
         Inc.  and World  Environmental  Technologies,  Inc.  In  addition,  The
         Company  wrote down  equipment  of its  recently  acquired  subsidiary,
         Aquatronics Industries, Inc. by $37,413.



                                      F-11
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------   ------------------------------------------------------

         Revenue Recognition
         -------------------

         The Company  recognizes  revenue on service contracts and systems sales
         ratably over applicable  contract periods or as services are performed.
         Amounts  billed and  collected  before the services are  performed  are
         included in deferred revenues. Amounts collected but not billed, before
         the services are performed, are included in customer deposits.

         Income Taxes
         ------------

         The Company  accounts for income taxes in accordance  with Statement of
         Financial Accounting  Standards 109 (SFAS 109),  "Accounting for Income
         Taxes,"  which  requires the  establishment  of a deferred tax asset or
         liability for the  recognition of future  deductions or taxable amounts
         and operating loss carry  forwards.  Deferred tax expense or benefit is
         recognized as a result of the change in the deferred asset or liability
         during the year. If necessary,  the Company will  establish a valuation
         allowance  to reduce any  deferred  tax asset to an amount  which will,
         more likely than not, be realized.

         Net (Loss) Per Common Share
         ---------------------------

         The Company accounts for earnings (losses) per share in accordance with
         Statement of Financial Accounting Standard 128 (SFAS 128) "Earnings per
         Share".  Basic  earnings  (losses)  per  share  is  based  upon the net
         earnings (losses)  applicable to common shares after preferred dividend
         requirements  and upon the  weighted  average  number of common  shares
         outstanding  during the period.  Diluted  earnings  (losses)  per share
         reflect the effect of the assumed conversions of convertible securities
         and exercise of stock  options only in the periods in which such affect
         would have been  dilutive.  Basic and diluted net loss per common share
         are the same  since (a) the  Company  has  reflected  net  losses  from
         continuing  operations for all periods  presented and (b) the potential
         common shares of the Company would be anti-dilutive.

         Concentrations
         --------------

         The Company  receives  certain of its components  from sole  suppliers.
         Additionally,  the  Company  relies  on a limited  number  of  contract
         manufacturers and suppliers to provide  manufacturing  services for its
         products.  The  inability of any contract  manufacturer  or supplier to
         fulfill  supply  requirements  of the Company could  materially  impact
         future operating results.



                                      F-12
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------   ------------------------------------------------------

         New Accounting Standards
         ------------------------

         In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement
         133 on Derivative  Instruments and Hedging Activities" (SFAS 149). SFAS
         149  amends  and  clarifies  accounting  for  derivative   instruments,
         including certain derivative  instruments  embedded in other contracts,
         and for hedging  activities  under SFAS No. 133.  SFAS 149 is generally
         effective for contracts  entered into or modified  after June 30, 2003,
         and for hedging  relationships  designated  after June 30, 2003. In May
         2003, the FASB issued SFAS No. 150,  "Accounting For Certain  Financial
         Instruments with  Characteristics of Both Liabilities and Equity" (SFAS
         150).   SFAS  150  improves  the  accounting   for  certain   financial
         instruments  that  previously  might have been accounted for as equity.
         SFAS 150 required that those  instruments  be classified as liabilities
         in  statements  of  financial  position.  SFAS  150  is  effective  for
         financial  instruments entered into or modified after May 31, 2003. The
         Company  adopted  both SFAS 149 and SFAS 150 in 2003.  The  adoption of
         these  standards  did  not  have a  material  effect  on the  Company's
         consolidated financial statements.

         In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment,
         which  establishes  standards  for  transactions  in  which  an  entity
         exchanges its equity  instruments for goods or services.  This standard
         requires  a public  entity to  measure  the cost of  employee  services
         received in exchange  for an award of equity  instruments  based on the
         grant-date  fair value of the award.  This  eliminates the exception to
         account for such awards using the intrinsic method previously allowable
         under APB Opinion No. 25. SFAS No. 123(R) will be effective for interim
         or annual  reporting  periods  beginning on or after June 15, 2005. The
         adoption did not have a material  effect on the Company's  consolidated
         financials statements.

NOTE 2 - GOING CONCERN
------   -------------

         The accompanying  audited  consolidated  financial statements have been
         prepared on a going concern basis, which anticipates the realization of
         assets and the  liquidation of liabilities  during the normal course of
         operations.   However,   as  shown  in  these  consolidated   financial
         statements,  the  Company  during the year  ended  December  31,  2005,
         incurred a net loss of  $2,172,804,  and as of that date, the Company's
         total liabilities exceeded its total assets by $1,875,367. In addition,
         the  Company  in  its  short  history  (incorporated  in  2002)  has an
         accumulated deficit of $7,239,108.  These factors raise doubt about the
         Company's  ability  to  continue  as a  going  concern  if  changes  in
         operations are not forthcoming.




                                      F-13
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004


NOTE 2 - GOING CONCERN (CONTINUED)
------   -------------------------

         Management,  in the first quarter of 2005,  discontinued  operations in
         certain of its wholly-owned  subsidiaries,  (See Note 13 - Discontinued
         Operations),  and is  concentrating  its  efforts  on other  resources,
         particularly its recently acquired subsidiary,  Aquatronics Industries,
         Inc. The  Company's  ability to continue as a going concern will depend
         on management's ability to successfully implement a business plan which
         will increase  revenues,  control costs, and obtain additional forms of
         debt and/or equity financing.  In furtherance of these objectives,  the
         Company, on February 6, 2006, entered into a debt financing arrangement
         for $150,000,  and on April 5, 2006, the Company  completed the sale of
         1,000,000  shares  of its  restricted  common  stock for  $50,000  plus
         options. These financial statements do not include any adjustments that
         might be  necessary  if the  Company is unable to  continue  as a going
         concern.

NOTE 3 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS
------   ------------------------------------------------------

         During  the  fourth  quarter  of  2005,  management   re-evaluated  its
         accounting  treatment for certain  restricted stock issued for services
         and fees  which  occurred  during  2004 and  2005.  As a result of this
         review,  management  determined  that  the  initial  recordings  of the
         transactions  were incorrect and  accordingly has chosen to restate the
         consolidated financial statements for the year ended December 31, 2004,
         as well as the interim reports for the quarter ended March 31, June 30,
         and September 30, 2005. In addition, management reclassified and netted
         all  revenue  and  expenses  related  to  discontinued  operations  and
         disclosed  the net (loss) from  discontinued  operations  as a separate
         line  item and also  segregated  all  assets  and  current  liabilities
         relating to the discontinued  operations for 2004 and 2005 and adjusted
         the balance sheets accordingly for the respective periods. Following is
         a summary of the restated financial statements:















                                      F-14
<PAGE>
<TABLE>
<CAPTION>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004


NOTE 3 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------


                    SUMMARY OF RESTATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


                                                Previously        Restatement      Restated
                                                 Reported         Adjustment         Total
                                               ------------      ------------    ------------
<S>                                            <C>               <C>             <C>
Consolidated Balance Sheets:
       Total Assets                            $  1,217,891      $          0    $  1,217,891
       Total Liabilities                         (3,267,650)                0      (3,267,650)
                                               ------------      ------------    ------------
       Stockholders' (Deficit)                 $ (2,049,759)     $          0    $ (2,049,759)
                                               ============      ============    ============

Consolidated Results of Operations:
       Revenues                                     921,810   (2)    (850,693)         71,117
       Expenses                                   3,660,892   (1)   1,421,025       3,665,482
                                                              (2)  (1,416,435)
                                               ------------      ------------    ------------
Net (Loss) from Continuing Operations            (2,739,082)         (855,283)     (3,594,365)
Net (Loss) from Discontinued Operations                   0          (565,742)       (565,742)
                                               ------------      ------------    ------------
Net (Loss)                                     $ (2,739,082)     $ (1,421,025)   $ (4,160,107)
                                               ============      ============    ============

Net (Loss) per Common Share
   Basic and Diluted:
     Net (Loss) from Continuing Operations     $      (0.08)                     $      (0.10)
     Net (Loss) from Discontinued Operations          (0.00)                            (0.02)
                                               ------------                      ------------

           Total                               $      (0.08)                     $      (0.12)
                                               ============                      ============
Weighted Average Number of Common
       Shares Outstanding:
       Basic and Diluted                         35,200,664                        35,200,664
       -----------------                       ============                      ============

</TABLE>









                                      F-15
<PAGE>
<TABLE>
<CAPTION>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 3 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------

                   SUMMARY OF RESTATED INTERIM REPORTS - 2005


                                   MARCH 31, 2005                               JUNE 30, 2005
                    ------------------------------------------   ------------------------------------------
                     Previously     Restatement     Restated     Previously      Restatement     Restated
                      Reported       Adjustment       Total       Reported        Adjustment       Total
<S>                 <C>             <C>            <C>           <C>             <C>            <C>
ASSETS
Current Assets:
  Cash and Cash
   Equivalents      $    47,152  (4)     (9,730)   $    37,422   $     7,598  (4)     (1,791)   $     5,807
  Accounts and
   Loans
   Receivable            78,985  (4)    (76,801)         2,184        20,653  (4)     (9,255)        11,398
  Note Receivable             0               0              0        85,000  (4)    (85,000)             0
  Inventory                   0               0              0             0               0        214,247
  Prepaid
   Expenses              28,622  (4)    (13,153)        15,469        17,983  (4)     (5,087)        12,896
  Current
   Portion of
   Assets of
   Discontinued
   Operations                 0  (4)     99,684         99,684             0  (4)    101,133        101,133
                    -----------     -----------    -----------   -----------     -----------    -----------

    Total
     Current
     Assets             154,759            --          154,759       131,234            --          131,234
                    -----------     -----------    -----------   -----------     -----------    -----------


Property, Plant
 and Equipment,
 Net                    497,845  (4)    (82,386)       415,459       485,380  (4)    (69,826)       415,554
                    -----------     -----------    -----------   -----------     -----------    -----------


Other Assets:
  Assets Held
   for Sale             100,258               0        100,258             0               0              0
  Deposits              101,296  (4)       (570)       100,726       199,439               0        199,439
  License, Net           75,935               0         75,935        71,435               0         71,435
  Goodwill               33,585               0         33,585        33,585               0         33,585
  Non-Current
   Portion of
   Assets of
   Discontinued
   Operations                 0  (4)     82,956         82,956             0  (4)     69,826         69,826
                    -----------     -----------    -----------   -----------     -----------    -----------

    Total Other
     Assets             311,074          82,386        393,460       304,459          69,826        374,285
                    -----------     -----------    -----------   -----------     -----------    -----------


    Total Assets    $   963,678     $         0    $   963,678   $   921,073     $         0    $   921,073
                    ===========     ===========    ===========   ===========     ===========    ===========
</TABLE>




                                      F-16
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 3 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------

             SUMMARY OF RESTATED INTERIM REPORTS - 2005 (CONTINUED)



                                 SEPTEMBER 30, 2005
                    ------------------------------------------
                    Previously      Restatement      Restated
                     Reported        Adjustment        Total

ASSETS
Current Assets:
  Cash and Cash
   Equivalents      $    61,147  (4)     (1,559)   $    59,588
  Accounts and
   Loans
   Receivable            87,675  (4)     (4,337)        83,338
  Note Receivable        75,000  (4)    (75,000)             0
  Inventory             214,247               0        214,247
  Prepaid
   Expenses              28,290  (4)     (5,087)        23,203
  Current
   Portion of
   Assets of
   Discontinued
   Operations                 0  (4)     85,983         85,983
                    -----------     -----------    -----------

    Total
     Current
     Assets             466,359            --          466,359
                    -----------     -----------    -----------


Property, Plant
 and Equipment,
 Net                    507,732  (4)    (53,799)       453,933
                    -----------     -----------    -----------


Other Assets:
  Assets Held
   for Sale                   0               0              0
  Deposits               80,889               0         80,889
  License, Net           70,036               0         70,036
  Goodwill              387,035               0        387,035
  Non-Current
   Portion of
   Assets of
   Discontinued
   Operations                 0  (4)     53,799         53,799
                    -----------     -----------    -----------

    Total Other
     Assets             537,960          53,799        591,739
                    -----------     -----------    -----------


    Total Assets    $ 1,512,051     $         0    $ 1,512,051
                    ===========     ===========    ===========







                                      F-17
<PAGE>
<TABLE>
<CAPTION>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004


NOTE 3 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------

             SUMMARY OF RESTATED INTERIM REPORTS - 2005 (CONTINUED)

                                      MARCH 31, 2005                                 JUNE 30, 2005
                      -------------------------------------------    -------------------------------------------
                       Previously      Restatement     Restated       Previously      Restatement     Restated
                        Reported        Adjustment       Total         Reported        Adjustment       Total
                      -----------      -----------    -----------    -----------      -----------    -----------
<S>                   <C>              <C>            <C>            <C>              <C>            <C>
LIABILITIES AND
 STOCKHOLDERS'
 (DEFICIT)
Current Liabilities:
Current Maturities
   of Notes and
   Loans Payable      $   222,434   (4)    (50,693)   $   171,741    $   171,741      $         0    $   171,741
  Deposit - Sale
   of Assets                4,891   (4)     (4,891)             0              0                0              0
  Accounts
   Payable and
   Accrued Expenses     1,100,109   (4)   (257,330)       842,779      1,140,278   (4)   (188,791)       951,487
  Current
   Portion of
   Liabilities of
   Discontinued
   Operations                   0   (4)    312,914        312,914              0   (4)    188,791        188,791
                      -----------      -----------    -----------    -----------      -----------    -----------


    Total Current
     Liabilities        1,327,434             --        1,327,434      1,312,019             --        1,312,019
                      -----------      -----------    -----------    -----------      -----------    -----------

Long-Term Debt:

Due to Related
 Parties                2,138,967                0      2,138,967      1,124,151                0      1,124,157
Notes & Loans
 Payable, less
 Current Maturities         8,136             --            8,136          6,610             --            6,610
                      -----------      -----------    -----------    -----------      -----------    -----------

    Total
     Liabilities        3,474,537             --        3,474,537      2,442,780             --        2,442,780
                      -----------      -----------    -----------    -----------      -----------    -----------

Stockholders'
 (Deficit):
  Common Stock              3,815                0          3,815          4,600                0          4,600
  Additional
   Paid-in
   Capital              1,619,706   (1)  1,421,025      3,090,731      2,900,172   (1)  1,421,025      4,464,947
                                    (3)     50,000                                 (3)    143,750
  Accumulated
   Deficit             (4,134,380)  (1) (1,421,025)    (5,605,405)    (4,426,479)  (1) (1,421,025)    (5,991,254)
                                    (3)    (50,000)                                (3)   (143,750)
                      -----------      -----------    -----------    -----------      -----------    -----------

    Total
     Stockholders'
     (Deficit)         (2,510,859)            --       (2,510,859)    (1,521,707)            --       (1,521,707)
                      -----------      -----------    -----------    -----------      -----------    -----------

Total
 Liabilities and
 Stockholders'
 (Deficit)            $   963,678      $         0    $   963,678    $   921,073      $         0    $   921,073
                      ===========      ===========    ===========    ===========      ===========    ===========
</TABLE>





                                      F-18
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004


NOTE 3 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------

             SUMMARY OF RESTATED INTERIM REPORTS - 2005 (CONTINUED)




                                    SEPTEMBER 30, 2005
                      -------------------------------------------
                       Previously      Restatement     Restated
                        Reported        Adjustment       Total
                      -----------      -----------    -----------

LIABILITIES AND
 STOCKHOLDERS'
 (DEFICIT)
Current Liabilities
Current Maturities
   of  Notes and
   Loans Payable      $   194,523      $         0    $   194,523
  Deposit - Sale
   of Assets                    0                0              0
  Accounts
   Payable and
   Accrued Expenses     1,308,057  (4)    (131,786)     1,176,271
  Current
   Portion of
   Liabilities of
   Discontinued
   Operations                   0  (4)     131,786        131,786
                      -----------      -----------    -----------


    Total Current
     Liabilities        1,502,580             --        1,502,580
                      -----------      -----------    -----------

Long-Term Debt:

Due to Related
 Parties                1,246,808                0      1,246,808
Notes & Loans
 Payable, less
 Current Maturities         4,640             --            4,640
                      -----------      -----------    -----------

    Total
     Liabilities        2,754,028             --        2,754,028
                      -----------      -----------    -----------

Stockholders'
 (Deficit):
  Common Stock              5,160                0          5,160
  Additional
   Paid-in
   Capital              3,728,908   (1)  1,421,025      5,358,581
                                    (3)    208,648
  Accumulated
   Deficit             (4,976,045)  (1) (1,421,025)    (6,605,718)
                                    (3)   (208,648)
                      -----------      -----------    -----------

    Total
     Stockholders'
     (Deficit)         (1,241,977)            --       (1,241,977)
                      -----------      -----------    -----------

Total
 Liabilities and
 Stockholders'
 (Deficit)            $ 1,512,051      $         0    $ 1,512,051
                      ===========      ===========    ===========








                                      F-19
<PAGE>
<TABLE>
<CAPTION>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 3 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------

             SUMMARY OF RESTATED INTERIM REPORTS - 2005 (CONTINUED)


                                Three Months Ended March 31, 2005                   Six Months Ended June 30, 2005
                       ----------------------------------------------    ----------------------------------------------
                        Previously                         Restated       Previously                         Restated
                         Reported         Restatement        Total         Reported         Restatement        Total
                       ------------      ------------    ------------    ------------      ------------    ------------
<S>                    <C>               <C>             <C>             <C>               <C>             <C>
Revenues:              $          0                      $          0    $      8,889                      $      8,889

Expenses:
    Cost of Sales                 0                                 0           2,504                             2,504
    Operating
     Expenses                54,254                            54,254          76,182                            76,182
    Depreciation
     and
     Amortization            23,256                            23,256          47,595                            47,595
    Interest                 30,335                            30,335          62,815                            62,815
    Officer's Salary         30,000                            30,000          60,000                            60,000
    Selling,
     General and
     Administration         222,194   (3)      50,000         272,194         454,784   (3)     143,750         598,534
                       ------------      ------------    ------------    ------------      ------------    ------------

    Total Expenses          360,039            50,000         410,039         703,880           143,750        (847,630)
                       ------------      ------------    ------------    ------------      ------------    ------------

Net (Loss) from
 Continuing
 Operations                (360,039)          (50,000)       (410,039)       (694,991)         (143,750)       (838,741)
Net (Loss) from
 Discontinued
 Operations                (129,061)             --          (129,061)        (86,208)                          (86,208)
                       ------------      ------------    ------------    ------------      ------------    ------------

Net (Loss)             $   (489,100)     $    (50,000)   $   (539,100)   $   (781,199)     $   (143,750)   $   (924,949)
                       ============      ============    ============    ============      ============    ============

Net (Loss) Per
 Common Share,
 Basic and Diluted:
  Net (Loss) from
     Continuing
     Operations        $      (0.01)     $       --      $      (0.01)   $      (0.0)      $       --      $      (0.02)
  Net (Loss) from
     Discontinued
     Operations               (0.00)             --             (0.00)          (0.00)              --             (0.00)
                       ------------      ------------    ------------    ------------      ------------    ------------
           Total       $      (0.01)     $       --      $      (0.01)   $      (0.02)      $       --      $      (0.02)
                       ============      ============    ============    ============      ============    ============
Net (Loss)
Weighted Average
 Number of Common
 Shares Outstanding:
        Basic and
         Diluted         38,025,664              --        38,025,664      41,592,135              --        41,592,135
                       ============      ============    ============    ============      ============    ============
</TABLE>



                                      F-20
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 3 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------

             SUMMARY OF RESTATED INTERIM REPORTS - 2005 (CONTINUED)



                            Nine Months Ended September 30, 2005
                       ----------------------------------------------
                        Previously                        Restated
                         Reported         Restatement       Total
                       ------------      ------------    ------------

Revenues:              $     94,933                      $     94,933

Expenses:
    Cost of Sales            54,006                            54,006
    Operating
     Expenses               130,526                           130,526
    Depreciation
     and
     Amortization            72,385                            72,385
    Interest                 83,373                            83,373
    Officer's Salary         90,000                            90,000
    Selling,
     General and
     Administration         904,772   (3)     208,648       1,113,420
                       ------------      ------------    ------------

    Total Expenses        1,335,062           208,648       1,543,710
                       ------------      ------------    ------------

Net (Loss) from
 Continuing
 Operations              (1,240,129)          (208,648)    (1,448,777)
Net (Loss) from
 Discontinued
 Operations                 (90,636)                          (90,636)
                       ------------      ------------    ------------

Net (Loss)             $ (1,330,765)     $   (208,648)   $ (1,539,413)
                       ============      ============    ============

Net (Loss) Per
 Common Share,
 Basic and Diluted:
  Net (Loss) from
     Continuing
     Operations        $      (0.03)     $       --      $      (0.03)
  Net (Loss) from
     Discontinued
     Operations               (0.00)           --               (0.00)
                       ------------      ------------    ------------
           Total        $     (0.03)     $       --      $      (0.03)
                       ============      ============    ============
Net (Loss)
Weighted Average
 Number of Common
 Shares Outstanding:
        Basic and
         Diluted         44,750,375              --        44,750,375
                       ============      ============    ============


(1)      Adjustments to reflect  revaluation of 2004 restricted  stock issuances
         to market value instead of a discounted  value in accordance  with 2004
         restated financial statements.

(2)      Adjustments to reflect 2004 allocations to discontinued operations.

(3)      Adjustments to reflect  revaluation of 2005 restricted  stock issuances
         to market value instead of a discounted value.

(4)      Adjustments to reflect 2005  allocations  of assets and  liabilities of
         discontinued operations.


                                      F-21
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
------  -------------------------------

A summary of property, plant and equipment at December 31, 2005 and December 31,
2004 is as follows:

                                    December 31,   December 31,      Estimated
                                        2005           2004        Economic Life
                                    ------------   ------------   --------------

Land                                $     80,000   $     80,000         N/A
Warehouse                                 34,120         34,120      40 Years
Electro Coagulation Units                 66,594        239,237       5 Years
Machinery & Equipment                    218,290        619,630       5 Years
Office Equipment                          17,698          8,789       5 Years
Computers & Related Equipment             28,737         15,640       5 Years
Transportation Equipment                  67,124         42,448       5 Years
                                    ------------   ------------
     Total                               512,563      1,039,864
Less Accumulated Depreciation            148,433        181,172
                                    ------------   ------------
  Net Property, Plant & Equipment   $    364,130   $    858,692
                                    ============   ============

Depreciation expense for the years ended December 31, 2005 and December 31, 2004
amounted to $122,367 and $138,950 respectively.


NOTE 5 - LICENSE AND TRADEMARK COSTS
------   ----------------------------

         The Company acquired an industry exclusive, perpetual worldwide license
         to  commercialize  the  inventions on patents and market,  manufacture,
         sell, lease and, or utilize,  for processing  electrocoagulation  units
         for the  treatment  of effluent  water.  Royalties  are $3,000 per unit
         manufactured  and 2% of gross  processing  revenues.  License costs are
         being amortized over 5 years.

         During 2005, the Company  obtained the worldwide  exclusive  rights for
         the patented Coale  Separator which  supersedes a previously  announced
         general revenue sharing agreement with the licensors.

         The license  agreement  and a related  consulting  agreement  require a
         $50,000  one-time  license  fee and the  issuance  of 50,000  shares of
         restricted common stock of Ecoloclean Industries, Inc. which was valued
         at $12,000 and issued in 2005 after approval in 2004.

         Due to difficulties in establishing a viable marketing  program for the
         Coale Separator  during 2005, the Company's  management in consultation
         with its  professional  advisors  decided to treat the License costs as
         impaired and wrote off the unamortized costs of $49,600.



                                      F-22
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 5 - LICENSE AND TRADEMARK COSTS (CONTINUED)
------   ---------------------------------------

         The Company incurred  trademark  application  costs of $3,505 regarding
         various product names for the Coale Separator.

         A summary of license and trademark  costs at December 31, 2005 and 2004
         is as follows:


                                                     December 31,   December 31,
                                                         2005           2004
                                                     ------------   ------------
         License Costs Electro Coagulation
           Technology (Net)                          $      9,331   $     14,929
         License Costs - Coale Separator                        0         62,000
         Trademark Costs - Coale                            3,505          3,505
                                                     ------------   ------------
                                                     $     12,836   $     80,434
                                                     ============   ============

NOTE 6 - LONG-TERM DEBT
------   --------------

         A summary of notes and loans  payable at December 31, 2005 and 2004 are
         as follows:

                                                    December 31,   December 31,
                                                        2005           2004
                                                    ------------   ------------
Note Payable, unsecured, 10% Interest Bearing,
  Maturing April 6, 2006 (Note Extended to
    October 6, 2006)                                $    150,000   $    150,000

Loan Payable, Unsecured, Non-Interest Bearing
  Payable on Demand                                       15,195         15,108

Loan Payable, Unsecured, 7% Interest Bearing
  Payable on Demand                                       20,000              0

Notes Payable, Secured Interest Bearing Factoring
  Line of Credit (See Note Below)                              0         89,252

Note Payable, Secured by a Truck, 14% Interest
  Bearing, Maturing July 22, 2007                          9,661         15,762

Notes Payable, Secured by Autos and Equipment,
 Maturing between April 23, 2006, and
   November 9, 2011                                       18,799              0
                                                    ------------   ------------
                                                         213,655        270,122
          Less Current Maturities                        198,161        260,461
                                                    ------------   ------------
               Total Long-Term Debt                 $     15,494   $      9,661
                                                    ============   ============








                                      F-23
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 7 - RELATED PARTY TRANSACTIONS
------   --------------------------

         The Board of Directors has approved a salary for services provided.  At
         December 31, 2005, the cumulative amount of unpaid officer's salary was
         $437,500 and is included in accounts payable and accrued expenses.

         At December 31, 2005,  cumulative  advances  bearing interest at 5% per
         annum due to  officers  of the  Company  amounted  to  $1,302,085  plus
         $181,490 accrued interest. The accrued interest is included in accounts
         payable and accrued expenses.  The advances are due July 10, 2007, with
         the right of prepayment.

         On September 5, 2005,  the Company  granted Royis Ward and Michael Ward
         options to purchase one million  ($1,000,000)  shares of the  Company's
         restricted  common  stock at twenty  ($.20) per share.  The options are
         immediately exercisable and terminate on September 5, 2010.



NOTE 8 - INCOME TAXES
------   ------------

         The Company files a consolidated federal income tax return. At December
         31,  2005,  the  Company  had a net  operating  loss  carry  forward of
         approximately  $6,350,000  available to offset future  federal  taxable
         income  through  2025.  The  components  of the deferred tax assets and
         liabilities accounts at December 31, 2005, are as follows:

         Total Deferred Tax Assets                                    $2,159,000
         Less:  Valuation Allowance                                    2,159,000
                                                                      ----------
         Deferred Tax Asset (Liability)                               $        0
                                                                      ==========

NOTE 9 - LEASES
------   -------

         The Company's wholly-owned  subsidiary,  Aquatronics Industries,  Inc.,
         entered into a ten-year  operating lease beginning October 1, 2004, for
         its  business  offices and  laboratory  workshop at an initial  rent of
         $33,600 increasing to $45,400 after the first year.

         Minimum future commitments under the operating leases are as follows:

          Year Ending                          Total
          -----------                        ---------
          2006                               $  45,400
          2007                                  45,400
          2008                                  45,400
          2009                                  45,400
          2010                                  45,400
          2011 - 2014                          170,400
                                             ---------
          Total Minimum Lease Payments       $ 397,400
                                             =========


         Rent  expense  for the years  ended  December  31,  2005 and 2004,  was
         $18,000 and $0 respectively.



                                      F-24
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 10 - COMMITMENTS AND CONTINGENCIES
-------   -----------------------------

         The  Company  is subject to the laws and  regulations  relating  to the
         protection  of the  environment.  The  Company's  policy  is to  accrue
         environmental and related cleanup costs of a non-capital nature when it
         is both probable that a liability has been incurred and when the amount
         can be  reasonably  estimated.  Although it is not possible to quantify
         with any degree of  certainty  the  financial  impact of the  Company's
         continuing   compliance   efforts,   management   believes  any  future
         remediation  or other  compliance  related costs will not have material
         adverse  effect on the  consolidated  financial  condition  or reported
         results of consolidated operations of the Company.

         One of the Company's wholly-owned  subsidiaries currently has a federal
         tax lien filed  against it for unpaid  federal  withholding  and social
         security  taxes.  The Company and the  Internal  Revenue  Service  have
         entered  into an  installment  agreement  which  provides for a monthly
         payment by the Company of $5,000  until the debt is  liquidated.  As of
         this  report  date,  the  Company  owed  approximately  $35,000 and was
         current under the provisions of the Installment Agreement.

NOTE 11 - COMMON STOCK TRANSACTIONS
-------   -------------------------

         On  January  24,  2005,  the  Company  issued  200,000  shares  of  its
         restricted  common stock for 2005 investor  public  relations  services
         valued at $66,000.

         On January 24, 2005, the Company issued 50,000 shares of its restricted
         common  stock  valued at  $12,000 in  partial  payment  of  obligations
         regarding the acquisition of the Coale Separator license.

         On June 3, 2005,  the Company  issued  250,000 shares of its restricted
         common stock for consulting services valued at $75,000.

         On June 22, 2005,  the Company  issued 250,000 shares of its restricted
         common stock for consulting services valued at $50,000.

         On June 22, 2005, the Company issued 7,352,941 shares of its restricted
         common  stock as payment  for  $1,250,000  of loans from the  Company's
         President, Royis Ward.

         On September 6, 2005,  through  September 9, 2005,  the Company  issued
         2,020,000 shares of its restricted common stock for $404,000 less costs
         of $40,000.

         On  September  14, 2005,  the Company  issued  2,500,000  shares of its
         restricted  common stock valued at $250,000 for 100% of the outstanding
         stock of Aquatronics Industries, Inc.



                                      F-25
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 11 - COMMON STOCK TRANSACTIONS (CONTINUED)
-------   -------------------------------------

         On  September  16,  2005,  the  Company  issued  425,000  shares of its
         restricted  common  stock  valued at  $108,375  to two  recipients  for
         consulting services.

         On  September  18,  2005,  the  Company  issued  500,000  shares of its
         restricted common stock valued at $127,500 for consulting services.

         On  September  18,  2005,  the  Company  issued  25,000  shares  of its
         restricted common stock valued at $6,375 to an employee of a subsidiary
         as compensation.

         As of September  30, 2005,  the Company  issued  126,480  shares of its
         restricted common stock valued at $37,944 for consulting services.

NOTE 12 - STOCK OPTIONS
-------   -------------

         The following  table  presents the activity for stock options for years
         ending December 31, 2005 and 2004.

                                                  Stock         Weighted Average
                                                 Options         Exercise Price
                                                ---------       ----------------
         Outstanding - December 31, 2003                0                   --
         Granted / Issued                               0                   --
         Exercised                                      0                   --
                                                ---------       ----------------

         Outstanding - December 31, 2004                0                   --
                                                ---------       ----------------

         Granted / Issued                       5,500,000       $           0.20
         Exercised / Converted                          0                   --
                                                ---------       ----------------

         Outstanding - December 31, 2005        5,500,000       $           0.20
                                                =========       ================


         All currently  outstanding  stock  options have an  expiration  date of
         September 5, 2010.

         The 2004 Non-Qualified Stock Grant and Option Plan has 4,800,000 shares
         remaining  available for future issuance.  The Plan was registered with
         the Securities and Exchange Commission on Form S-8 on July 23, 2004.




                                      F-26
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 13 - DISCONTINUED OPERATIONS
-------   -----------------------

         During the first and second quarters of 2005, Reliant Drilling Systems,
         Inc.  (RDS), a wholly-owned  subsidiary of the Company,  which had been
         engaged in providing  solids control  services for oil and gas drillers
         and producers,  began to sell certain of its equipment  assets in order
         to implement  its decision to no longer offer these  services.  For the
         year ended  December  31, 2004,  RDS had  revenues of $781,025,  with a
         reported lost of $280,091.

         Sales of  equipment  recorded by RDS during 2005 were  $301,562  with a
         resulting loss of $19,792.

         Also,  during the first  quarter  of 2005,  Ecoloclean  of Texas,  Inc.
         (ECOT), a wholly-owned subsidiary of the Company which had been engaged
         in providing  enviro  cleanup  services to industrial  customers,  sold
         certain of its  equipment  with a book value of $41,574,  job materials
         and  supplies  and its  customer  contracts  for  $120,000  in order to
         implement  its decision to no longer offer these  services For the year
         ended December 31, 2004, this  wholly-owned  subsidiary had revenues of
         $132,668 with a reported of loss of $285,651.

         On April 18, 2005, ECOT completed the transaction to sell its equipment
         assets and  customer  contract  for  $120,000,  payable over a one-year
         period.  The effective date of the  transaction  was April 1, 2005, and
         resulted in a gain of approximately $74,960.

         As a result of the  Company  discontinuing  the  operations  of RDS and
         ECOT,  the  consolidated  financial  statements  and the related  notes
         contained  herein for the years ended December 31, 2005 and 2004,  have
         been restated to reflect the financial position,  results of operations
         and cash flows of RDS and ECOT as discontinued operations.

         The following  table sets forth,  for the periods  indicated,  selected
         financial data of the Company's discontinued operations:

               SELECTED FINANCIAL DATA FOR DISCONTINUED OPERATIONS

                                                       For the Years Ended
                                                   December 31,    December 31,
                                                       2005            2004
                                                   ------------    ------------

         Revenue                                   $     75,863    $    850,693
         Cost of Sales                                   49,065         583,056
                                                   ------------    ------------
         Gross Profit                                    26,798         267,637
         Expenses (Net of Gains and Losses
           on Sales of Assets)                          132,297         833,379
                                                   ------------    ------------
         (Loss) from Discontinued Operations       $   (105,499)   $   (565,742)
                                                   ============    ============



                                      F-27
<PAGE>
<TABLE>
<CAPTION>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 14 - ACQUISTION
-------  -----------

         On September 14, 2005, the Company completed the acquisition of 100% of
         the  issued  and  outstanding  stock of  Aquatronics  Industries,  Inc.
         (Aquatronics), for 2.5 million shares of restricted common stock valued
         at $250,000.  The closing  agreement  provided for an effective date of
         August 1, 2005. Aquatronics is located in Riverside,  Rhode Island, and
         has eight employees.  Aquatronics has provided effective solutions to a
         diverse base of commercial  and industrial  customers with  remediation
         equipment  and  services  for  the  removal  of  impurities  and  waste
         by-products for the past 20 years.  Aquatronics'  waste water treatment
         system  equipment  can be custom  designed to remediate  most liquid or
         solids  waste  management  problem  necessary  to comply with state and
         federal mandates.

         The Company's  unaudited proforma statements of operations for the year
         ended December 31, 2005, gives effect to the acquisition of Aquatronics
         as  if  it  had  occurred  on  January  1,  2005.  The  columns  headed
         Aquatronics  Industries,  Inc.,  in the table  below give effect to the
         revenues and expenses  related to the acquired  company for the periods
         indicated and were not included in our historical financial statements.
         The  purchase  was  accounted  for by  using  the  purchase  method  of
         accounting.


            PROFORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                     Ecoloclean Industries, Inc.   Aquatronics Industries, Inc.
                                             Year Ended                   Period From
                                          December 31, 2005           01/01/05 to 07/31/05
                                          -----------------           --------------------
<S>                                         <C>                           <C>
Revenues                                    $      11,945                 $     257,354
Cost of Goods Sold                                  4,000                       178,720
                                            -------------                 -------------
Gross Profit                                        7,945                        78,634

Operating Expenses                              1,933,307                       168,172
                                            -------------                 -------------

Net (Loss) from Continuing Operations          (1,925,362)                      (89,538)
Net (Loss) from Discontinued Operations          (105,499)                         --
                                            -------------                 -------------

Net (Loss) Total                            $  (2,030,861)                $     (89,538)
                                            =============                 =============


                                     Aquatronics Industries, Inc.     Consolidated Proforma
                                             Period From                  Income (Loss)
                                         08/01/05 to 12/31/05           December 31, 2005
                                         --------------------           -----------------

Revenues                                    $     375,706                 $     645,005
Cost of Goods Sold                                313,812                       496,532
                                            -------------                 -------------
Gross Profit                                       61,894                       148,473

Operating Expenses                                203,837                     2,305,316
                                            -------------                 -------------

Net (Loss) from Continuing Operations            (141,943)                   (2,156,843)
Net (Loss) from Discontinued Operations              --                        (105,499)
                                            -------------                 -------------

Net (Loss) Total                            $    (141,943)                $  (2,262,342)
                                            =============                 =============
</TABLE>



The total amount paid for "Aquatronics was $250,000 in restricted  common stock.
The  goodwill  recognized  from  the  acquisition  was  $427,311,  which  is the
difference  between the purchase price and the net deficit of  "Aquatronics"  of
$177,311 as of August 1, 2005.


                                      F-28
<PAGE>

                           ECOLOCLEAN INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005


NOTE 15 - SUBSEQUENT EVENTS
-------   -----------------

         On March 23, 2006, the Company's wholly-owned  subsidiary,  Aquatronics
         Industries,  Inc.,  acquired  the  "Bio-Catalytic"  water  purification
         patent  rights,  which acts as an  adjunct  to the  active  disciplines
         engaged in the production and installation of water remediation systems
         and also provides the Company with exclusive manufacturing rights.

         Consideration  includes  $150,000  of which  $15,000 was due at closing
         with the remaining  $135,000 due at $15,000 per month  beginning May 1,
         2006,  and a 5% royalty in addition to 3,000,000  shares of  Ecoloclean
         Industries,  Inc.,  restricted  common stock of which 1,000,000  shares
         were due at closing with the remaining  2,000,000 shares due within one
         year.






























                                      F-29