SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10 - QSB/A

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarter ended June 30, 2000

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EX CHANGE ACT OF 1934

For the transaction period from _____________________ to ______________________

                           Commission File No. 0-28117

                                  Eco-Rx, Inc.
                                  ------------
        (Exact name of Small Business Issuer as Specified in its charter)

          Florida                                         65-0569329
          -------                                         ----------
(State or other jurisdiction of                 (IRS employer Identification No)
 incorporation or organization)


                            2051 Northeast 191 Drive
                           North Miami Beach, FL 33179
                           ---------------------------
                    (Address of Principal Executive Offices)

                                 (305) 937 1862
                                 --------------
                           (Issuer's Telephone Number)

                                 Not applicable
                                 --------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

Common Stock, $0.001 par value            At August 1, 2000          5,842,939
Preferred Stock, $0.001 par value         At August 1, 2000          None

Transitional Small Business Disclosure Format: Yes [  ]  No [ x ]



<PAGE>


                                  ECO-Rx, INC.

                             INDEX TO FORM 10-QSB/A

PART I.   FINANCIAL INFORMATION

         Item 1.  Consolidated Financial Statements

                  Consolidated Balance Sheets as of June 30, 2000 and 1999

                  Consolidated Statements of Operations for the Three Months
                  Ended June 30, 2000 and 1999 and the Six Months Ended June 30,
                  2000 and 1999 (unaudited)

                  Consolidated Statements of Stockholders' Deficit

                  Consolidated Statements of Cash Flows for the Six Months Ended
                  June 30, 2000 and 1999 (unaudited)

         Item 2.  Management's discussion and Analysis of Financial
                  Conditional and Results of Operations.

PART II.  OTHER INFORMATION


         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3   Defaults Upon Senior Securities

         Item 4.  Submission of Matters to a Vote of Security Holders

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K.



                                       2
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND 1999
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>

<S>                                                      <C>            <C>
CURRENT ASSETS
   Cash                                                  $       767    $     2,532
   Inventory                                                      --          5,307
                                                         -----------    -----------

           TOTAL CURRENT ASSETS                                  767          7,839

FURNITURE AND EQUIPMENT, NET                                  10,784          9,385

OTHER ASSETS                                                  13,687          2,755
                                                         -----------    -----------

           TOTAL ASSETS                                  $    25,238    $    19,979
                                                         ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Current portion of lease obligation                   $    13,888    $    10,416
   Accounts payable and accrued expenses                     389,226        204,262
   Notes payable to stockholders                             506,600        350,000
                                                         -----------    -----------

           TOTAL CURRENT LIABILITIES                         909,714        564,678

LEASE OBLIGATION                                               6,090         18,958
                                                         -----------    -----------

           TOTAL LIABILITIES                                 915,804        583,636
                                                         -----------    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
   Preferred stock - $.001 par value, 5,000,000 shares
    authorized; none issued and outstanding
   Common stock - $.001 par value, 10,000,000 shares
    authorized; 5,842,939 shares issued
    and outstanding                                            5,843          5,836
   Additional paid-in capital                              1,247,376      1,217,334
   Deficit accumulated during the development stage       (2,143,785)    (1,786,827)
                                                         -----------    -----------

           TOTAL STOCKHOLDERS' DEFICIT                      (890,566)      (563,657)
                                                         -----------    -----------

           TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $    25,238    $    19,979
                                                         ===========    ===========
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                        3
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
                                                                                                                    For the Period
                                                                                                                   February 27,1995
                                                      Three Months Ended                 Six Months Ended          (Inception) thru
                                                         June 30, 2000                     June 30, 2000             June 30, 2000
                                                    2000             1999              2000              1999          (Unaudited)
                                                -----------       -----------       -----------       -----------      -----------
<S>                                             <C>                <C>              <C>                <C>            <C>
REVENUES                                        $        --       $        --       $        --       $        --       $         0

COSTS AND EXPENSES
   General and administrative                       107,048            14,116           166,100            56,246         1,521,698
   Depreciation and amortization                      2,080             2,271             4,160             4,542            59,374
   Interest                                          21,454             3,538            38,349            20,581           166,271
   Research and development                             645                --             3,855            (4,441)           68,710
   Abandonment of property                               --                --                --                --           384,917
                                                -----------       -----------       -----------       -----------       -----------

           TOTAL EXPENSES                          (131,237)          (19,925)         (212,464)          (85,810)       (2,200,970)

INTEREST INCOME                                          --                --                --                --             8,227

OTHER INCOME                                             --                --                --                --            50,000
                                                -----------       -----------       -----------       -----------       -----------

LOSS BEFORE CUMULATIVE
 EFFECT OF  CHANGE IN
 ACCOUNTING PRINCIPLE                              (131,237)          (19,925)         (212,464)          (85,810)       (2,142,743)

CUMULATIVE EFFECT OF
 CHANGE IN  ACCOUNTING
 PRINCIPLE                                               --                --                --                --            (1,042)
                                                -----------       -----------       -----------       -----------       -----------

           NET LOSS                             $  (131,237)      $   (19,925)      $  (212,464)      $   (85,810)      $(2,143,785)
                                                ===========       ===========       ===========       ===========       ===========

BASIC AND DILUTED NET LOSS PER
SHARE OF COMMON STOCK:
 Loss before cumulative
  effect of change in
  accounting principle                          $     (0.04)      $      (.01)      $     (0.04)      $     (0.01)      $      (.37)

 Cumulative effect of
 change in accounting
  principle                                              --                --                --                --                --
                                                -----------       -----------       -----------       -----------       -----------

   BASIC AND DILUTED
    NET LOSS PER SHARE                          $     (0.04)      $     (0.01)      $      (.04)      $     (0.01)      $     (0.37)
                                                ===========       ===========       ===========       ===========       ===========

SHARES USED IN THE
 CALCULATION  OF BASIC
 AND DILUTED NET LOSS
 PER SHARE                                        5,842,939         5,836,439         5,842,939         5,836,439         5,842,939
                                                ===========       ===========       ===========       ===========       ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                       4
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
                                                                                             Deficit
                                                                                           Accumulated
                                             Common Stock                Additional         During the
                                       ---------------------------         paid-in         Development
                                         Shares         Par Value         Capital            Stage             Total
                                        ---------        ---------        ---------         ---------         ---------
<S>                                     <C>                  <C>             <C>                                 <C>
Balances at February 27, 1995
 (inception) (unaudited)                       --        $      --        $      --         $      --         $      --


Common stock issued for cash
 (unaudited)                            3,700,497            3,700           89,015                --            92,715
                                        ---------        ---------        ---------         ---------         ---------

Balances at December 31, 1995
(unaudited)                             3,700,497            3,700           89,015                --            92,715

Common stock issued for cash
 (unaudited)                               94,228               94           59,906                --            60,000

Net loss (unaudited)                           --               --               --          (168,096)         (168,096)
                                        ---------        ---------        ---------         ---------         ---------

Balances at December 31, 1996
(unaudited)                             3,794,725            3,794          148,921          (168,096)          (15,381)

Common stock issued for cash              946,727              947          758,803                --           759,750

Less:  Cost of services related
To registration                                --               --          (60,595)               --           (60,595)
Common stock issued in
 connection with loan payable              10,000               10              (10)               --                --

Net loss                                       --               --               --          (801,109)         (801,109)
                                        ---------        ---------        ---------         ---------         ---------
Balances at December 31, 1997           4,751,452            4,751          847,119          (969,205)         (117,335)

</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                       5
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (CONTINUED)
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>

                                                                                                   Deficit
                                                                                                 Accumulated
                                                  Common Stock                Additional          During the
                                           -----------------------------        paid-in           Development
                                               Shares           Par Value        Capital              Stage            Total
                                            -----------        -----------      -----------        -----------       -----------
<S>                                             <C>                  <C>          <C>                                 <C>
Common stock issued for cash
 and stock subscription
 receivable                                     112,000              112          213,888                --           214,000

Conversion of loan payable to
 common stock                                    75,000               75          149,925                --           150,000

Common stock issued
 for services                                   897,987              898           85,632                --            86,530

     Less: Cost of services (paid
      with common stock
      above) related to issuing
      common stock                                   --               --          (70,480)               --           (70,480)

Net loss                                             --               --               --          (731,814)         (731,814)
                                            -----------      -----------      -----------       -----------       -----------

Balances at December 31, 1998                 5,836,439            5,836        1,226,084        (1,701,019)         (469,099)

Common stock issued for cash                      6,500                7           32,493                --            32,500

Less: Cost of services related to                    --               --          (11,201)               --            (11,201)
registration

Net Loss                                             --               --               --          (230,302)         (230,302)
                                            -----------      -----------      -----------       -----------       -----------

Balances at December 31, 1999                 5,842,939      $     5,843      $ 1,247,376       $(1,931,321)      $  (678,102)
                                                                                                                  -----------
Net Loss for the Six Month
Period ending June 30, 2000                          --               --               --          (212,464)         (212,464)
                                            -----------      -----------      -----------       -----------       -----------
Balances at June 30, 2000                     5,842,939      $     5,843      $ 1,247,376       $(2,143,785       $  (890,566)
                                            -----------      -----------      -----------       -----------       -----------
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


                                        6
<PAGE>


ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
==============================================================================
<TABLE>
<CAPTION>
                                                                                                           For the Period
                                                                                                          February 27, 1995
                                                                                                             (Inception)
                                                                   Six Months           Six Months              thru
                                                                     Ended                Ended               June 30,
                                                                    June  30,            June 30,               2000
                                                                      2000                 1999              (Unaudited)
                                                                   -----------          -----------          -----------
<S>                                                                <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                        $  (212,464)         $   (85,810)         $(2,143,785)
                                                                   -----------          -----------          -----------
   Adjustments to reconcile net loss to net cash
    used in operating activities:
     Depreciation and amortization                                       4,160                4,542               59,374
     Abandonment of property                                                --                   --              384,917
     Adjustment to inventory for impairment                             35,384
     Services received in exchange for stock                                --                   --               16,050
     Consulting fee paid by reclassifying
        advances to stockholders                                            --                   --              205,587
     Cumulative effect of change in
        accounting principle                                                --                   --                1,042
     Changes in operating assets and liabilities:
       Inventory                                                            --                   --             (120,791)
       Advances to stockholders                                             --                   --             (205,587)
       Other assets                                                     10,912                   --              (88,490)
       Accounts payable and accrued expenses                           114,759                   --              389,226
                                                                                                             -----------

           TOTAL ADJUSTMENTS                                           108,007              393,627              676,712
                                                                   -----------          -----------          -----------

           NET CASH USED IN OPERATING
            ACTIVITIES                                                (104,457)            (338,187)          (1,467,073)
                                                                   -----------          -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of fixed assets                                       --                   --               16,000
   Capital expenditures                                                 (6,169)                  --             (259,799)
                                                                   -----------          -----------          -----------

           NET CASH PROVIDED BY (USED IN)
           INVESTING ACTIVITIES                                         (6,169)              11,322             (243,799)
                                                                   -----------          -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from stockholder loans                                     139,300               60,000              723,400
   Proceeds from issuance of common stock                               47,500              199,000            1,098,370
   Expense related to registration                                          --              (11,201)
   Repayment of stockholder loan                                       (50,000)                  --              (66,800)
   Payment of lease obligation                                          (4,648)             (10,417)             (32,110)
                                                                   -----------          -----------          -----------

           NET CASH PROVIDED BY
            FINANCING ACTIVITIES                                        84,652              248,583            1,711,659
                                                                   -----------          -----------          -----------
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.



                                       7
<PAGE>


ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
                                                                                                       For the Period
                                                                                                      February 27, 1995
                                                                                                         (Inception)
                                                             Six Months             Six Months             through
                                                               Ended                  Ended                June 30,
                                                             June  30,               June 30,               2000
                                                               2000                   1999               (Unaudited)
                                                         ----------------           ---------            ------------

<S>                                                                <C>                <C>                      <C>
NET INCREASE (DECREASE) IN CASH                                    25,974             (78,282)                 767

CASH AT BEGINNING OF YEAR                                          26,761              79,118                   --
                                                         ----------------           ---------            ---------

CASH AT END OF PERIOD                                    $            767           $     836            $     767
                                                         ================           =========            =========

SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION:

   Cash paid for interest                                $         23,404           $  22,063            $  56,994
                                                         ================           =========            =========

   Cash paid for income taxes                            $             --           $      --            $      --
                                                         ================           =========            =========

SUPPLEMENTAL SCHEDULE OF NON-CASH
 INVESTING AND FINANCING ACTIVITIES:

   Leased equipment                                      $             --           $      --            $  52,088
                                                         ================           =========            =========

   75,000 shares of common stock issued in
   exchange for settlement of outstanding
   note to a stockholder                                 $             --           $ 150,000            $ 150,000
                                                         ================           =========            =========

   897,987 shares of common stock issued
   in exchange for services received (net
   of $70,480 charged to additional-paid-in
   capital as expenses of placing common
   stock)                                                $             --           $  16,050            $  16,050
                                                         ================           =========            =========
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.



                                       8
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)




NOTE 1 -          NATURE OF BUSINESS

                         ECO-Rx, Inc. f/k/a Eco-Aire Company, Inc. has been in
                         the development stage since its incorporation in the
                         State of Florida on February 27, 1995. The Company's
                         mission is to pioneer the technology, design and
                         manufacturing of air purification equipment for the
                         destruction of pathogens and for the efficient and
                         effective removal of odors, allergy and asthma causing
                         agents, pollutants and certain gases from indoor air
                         environments.

                         The consolidated financial statements include the
                         accounts of ECO-Rx, Inc. f/k/a Eco-Aire Company, Inc.
                         and its wholly owned subsidiary, Eco-Aire Marketing,
                         Inc., collectively referred to as the "Company".
                         Eco-Aire Marketing, Inc. is inactive and ECO-Rx, Inc.
                         f/k/a Eco-Aire Company, Inc.'s investment in said
                         company has been eliminated in consolidation.

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  (A)    INVENTORIES

                         Inventories are stated at the lower of cost (first-in,
                         first-out) or market and consist primarily of metal,
                         bulbs, ballasts, machines in process and miscellaneous
                         supplies. In the third quarter of 1999, the Company
                         wrote off $5,307 of items previously included in
                         inventory, as they believed that these items may not
                         have any value in future operations.

                  (B)    FURNITURE AND EQUIPMENT

                         The Company's furniture and equipment is stated at
                         cost. Depreciation is computed on the straight line
                         method over the estimated useful lives of the assets,
                         which range from 3 to 5 years.

                  (C)    ASSET IMPAIRMENT

                         Assets are considered impaired when, based upon current
                         information and events, it is probable that the Company
                         will not realize an economic benefit on the recorded
                         assets. Impairment is measured on an asset specific
                         basis based upon the fair value of the assets or the
                         discounted expected future cash flows. During 1998, the
                         Company wrote-off approximately $40,000 due to
                         impairment, relating to patents and prepaid royalties.


                                       9
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  (D)    ORGANIZATIONAL COSTS

                         Organizational costs have been expensed in accordance
                         with Statement of Position 98-5, "Reporting on the
                         Costs of Start-up Activities" ("SOP 98-5"). SOP 98-5
                         provides guidance on the financial reporting of
                         start-up costs and organization costs. It requires
                         costs of start-up activities and organization costs to
                         be expensed as incurred. During 1998, the Company
                         expensed $1,042 of organization costs, as a result of
                         SOP 98-5, which is reflected as a cumulative effect of
                         change in accounting principle in the consolidated
                         statement of operations

                  (E)    INCOME TAX

                         Effective January 1, 1996, the Company, with the
                         consent of its stockholders, elected to be treated as
                         an "S" Corporation for income tax purposes. Under this
                         election, federal and state income taxes are payable by
                         the individual stockholders rather than the Company.
                         Accordingly, no provision or liability for income taxes
                         had been included in the consolidated financial
                         statements through December 31, 1997.

                         On September 30, 1998, the Company terminated its
                         election to be treated as an S Corporation. The Company
                         now accounts for income taxes in accordance with
                         Statement of Financial Accounting Standards No. 109,
                         "Accounting for Income Taxes" ("SFAS No. 109"). SFAS
                         No. 109 requires recognition of deferred tax
                         liabilities and assets for the expected future tax
                         consequences of events that have been included in the
                         financial statements or tax returns. Deferred tax
                         liabilities and assets are determined based on
                         temporary differences between the financial statement
                         and tax bases of assets and liabilities using enacted
                         tax rates in effect for the year in which the
                         differences are expected to reverse. The effect on
                         deferred tax liabilities and assets of a change in tax
                         rates is recognized in income in the period that
                         includes the enactment date.

                  (F)    EARNINGS PER SHARE

                         Earnings per share is determined in accordance with
                         Statement of Financial Accounting Standards No. 128,
                         "Earnings Per Share". This statement establishes
                         standards for computing and presenting earnings per
                         share ("EPS"). It replaces the presentation of
                         primary EPS with a presentation of basic EPS. This
                         statement requires restatement of all prior-period
                         EPS data presented.


                                       10
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                         The net loss per share is computed by dividing the
                         net loss for the period by the weighted average
                         number of shares outstanding (as adjusted
                         retroactively for the dilutive effect of common stock
                         options) for the period plus the dilutive effect of
                         outstanding common stock options and warrants
                         considered to be common stock equivalents. Stock
                         options and other common stock equivalents are
                         excluded from the calculations as their effect would
                         be anti-dilutive. Common stock issued for nominal
                         consideration is deemed outstanding for all
                         historical periods.

                         Basic and diluted earnings per share amounts are
                         equal because the Company has a net loss and
                         consideration of the outstanding options, warrants
                         and their equivalents would result in anti-dilutive
                         effects to earnings per share.

                         The number of shares used to compute EPS was
                         5,842,939 and 5,836,439 for the period ended June 30,
                         2000 and 1999, respectively.

                  (G)    USE OF ESTIMATES

                         The preparation of financial statements in conformity
                         with generally accepted accounting principles requires
                         management to make estimates and assumptions that
                         affect the reported amounts of assets and liabilities
                         and disclosures of contingent assets and liabilities at
                         the date of the financial statements and the related
                         reported amounts of revenues and expenses during the
                         reporting period. Actual results could differ from
                         those estimates made in preparation of the financial
                         statements.

                  (H)    CONCENTRATIONS OF CREDIT RISK

                         A major portion of the Company's business is expected
                         to be conducted using its patented technology.
                         Consequently, the Company's profitability may be
                         subjected to changes in technology and its use in
                         commerce, as well as, the enforceability of its patent.

                  (I)    READINESS FOR YEAR 2000

                         The Year 2000 issue is the result of computer programs
                         being written using two digits rather than four to
                         define the applicable year. As a result, those computer
                         programs having time-sensitive software would recognize
                         a date using "00" as the year 1900 rather than the year
                         2000. The Company is in its development stage and does
                         not have sophisticated computer equipment that may
                         cause the Year 2000 issue to adversely affect its
                         operations.


                                       11
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


                  (J)    NEW ACCOUNTING PRONOUNCEMENTS

                         The Company has adopted Statement of Financial
                         Accounting Standards No. 130, "Reporting
                         Comprehensive Income" ("SFAS No. 130") effective for
                         the period ending December 31, 1998. SFAS No. 130
                         requires companies to report by major components and
                         in total, the change of its net assets during the
                         period from non-owner sources. The adoption of SFAS
                         No. 130 did not have a significant effect on the
                         Company's financial position, results of operations,
                         or cash flow, since the Company does not have any
                         components of comprehensive income, other than net
                         income/(loss) from operations.

                         During 1998, the Company adopted Statement of
                         Financial Accounting Standards No. 131, "Disclosures
                         about Segments of an Enterprise and Related
                         Information" ("SFAS No. 131"). SFAS No. 131
                         establishes standards for the way companies report
                         information about operating segments in annual
                         financial statements and establishes standards for
                         related disclosures about products and services,
                         geographic areas and major customers. The Company's
                         air purification business is currently the only
                         segment reportable under SFAS No. 131.


                  (K)    PATENTS

                         The Company has applied for several patents in
                         connection with its technology. There are no assurances
                         that the patents will be granted.

                  (L)    OTHER INCOME

                         The Company received $50,000 as part of a letter of
                         intent to enter into an agreement with a third-party to
                         produce air purification machines to be sold by the
                         third-party. The letter of intent expired in 90 days,
                         without the consummation of the contract. The $50,000
                         is reflected as other income in the cumulative column
                         in the consolidated statement of operations.

NOTE 3 -          DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN

                  Since formation, the Company's operations have been devoted
                  primarily to:

                  o Raising capital
                  o Developing its product
                  o Obtaining financing
                  o Developing its marketing plan

                  Accordingly, the Company is considered to be in the
                  development stage, as its planned production and sales have
                  not yet commenced.


                                       12
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


NOTE 3 -          DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN (CONTINUED)

                  Management's plans include the following:

                  o Commencement of production and development of new products
                  o Implementation of sales and leasing of commercial units
                  o Pursuing licensing agreements for the technology

                  The Company has made progress expanding the patent coverage
                  and marketing strategy. The Company has adopted a plan to
                  implement certain courses of action for raising capital and
                  marketing. The Company has also held presentations for major
                  companies to license the technology and sell or distribute its
                  products.

                  The Company has been in the development stage since its
                  inception on February 27, 1995. These statements are presented
                  on the basis that the Company will continue as a going
                  concern. This contemplates the realization of assets and the
                  satisfaction of liabilities in the normal course of business
                  over a reasonable length of time. As shown in the accompanying
                  consolidated financial statements, the Company has incurred
                  net losses since its inception and no revenues. As of December
                  31, 1999, current liabilities exceeded current assets by
                  approximately $678,000.

                  These factors, as well as the Company's ability to obtain
                  additional long-term financing, adequate stockholder capital
                  contributions, future equity funding and achieve and maintain
                  profitable operations, raise substantial doubt about the
                  Company's ability to continue as a going concern. The
                  consolidated financial statements do not include any
                  adjustments that might result from the outcome of these
                  uncertainties.

NOTE 4 -          FURNITURE AND EQUIPMENT, NET

                  These accounts consist of the following as of June 30, 2000:

                  Furniture and equipment                          $   43,703
                  Less accumulated depreciation                        32,919
                                                                   ----------
                                                                   $   10,784
                                                                   ==========

                  Depreciation expense for the six months ended June 30, 2000
                  and 1999 was $4,160 and $4,542, respectively.


                                       13
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


NOTE 5 -          ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                  These accounts consist of the following as of June 30, 2000:

                  Accounts payable                              $   296,698
                  Accrued interest                                   92,528
                                                                -----------

                                                                $   389,226
                                                                ===========

NOTE 6 -          NOTES PAYABLE TO STOCKHOLDERS
<TABLE>
<CAPTION>
<S>               <C>                                                                     <C>
                  The notes payable to stockholders as of June 30, 2000 is
                  comprised of the following:

                  Note accruing interest at 10%; all unpaid interest and
                  principal became due June, 1998, and is personally guaranteed
                  by three of the Company's stockholders. As of December 31,
                  1999 this note was payable on demand and was accruing interest
                  at the default rate of 18%.                                              $       100,000

                  Note accruing interest at 12%; maturing the earlier of: (a)
                  the infusing of gross proceeds of $300,000 in additional debt
                  or equity capital, (b) the closing of an initial public
                  offering or "reverse merger" of the Company into a publicly
                  traded entity, or (c) December 31, 1999. Subsequent to
                  December 31, 1999 the Company repaid $50,000 of this note. The
                  balance is due on demand and is accruing interest at the
                  default rate of 18%.                                                              50,000

                  Unsecured loan, interest accruing at 8.75% payable annually
                  commencing December, 1996. Loan matured December, 1998 at
                  which time all principal and unpaid interest was due. As of
                  December 31, 1999 this note was payable on demand and was
                  accruing interest at the default rate of 18%.                                     80,000


                  Various unsecured loans, interest accruing at 15%, with
                  original maturity dates ranging from January, 1999 to March,
                  1999. These notes were renewed and now have maturity dates in
                  the year 2000.                                                                   194,300

                  Various   unsecured  loans,   interest  accruing  at  12%,  with
                  maturities through August 2000.                                                   82,300
                                                                                           ---------------
                                                                                           $       506,600
                                                                                           ===============
</TABLE>

                  The Company has committed to issue certain shares of common
                  stock to certain lenders. The amounts and ratios of shares are
                  to be determined.


                                       14
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


NOTE 7 -          COMMITMENTS AND CONTINGENCIES

                  GOVERNMENTAL REGULATIONS

                  The Company's operations may be subject to supervision and
                  regulation by governmental regulatory agencies, which could
                  impact and have a material adverse effect on the Company's
                  business, financial condition or results of operations.

                  LITIGATION

                  The Company, from time to time, is a defendant in legal
                  actions arising from normal business activities. Management
                  does not believe any potential or pending litigation currently
                  exists.

                  LEASE OBLIGATION

                  In March, 1997, the Company entered into a noncancelable
                  equipment lease totaling $52,088. The factory in which this
                  equipment was located was abandoned during 1997. The Company,
                  however, could not cancel this lease and therefore, continues
                  to make monthly payments.

                  Future minimum lease payments under this lease as of June 30,
                  2000 consisted of the following:

                        Twelve months ending June 30,

                                                     2001             $  13,888
                                                     2002                 6,090
                                                                      ----------
                                                                      $  19,978
                                                                      =========

                  Rental expense for all operating leases amounted to
                  approximately $4,700 during the first six months of 2000.
                  There was no rental expense during 1999.

                  In April, 2000, the Company executed a five year lease for
                  space in Hollywood, Florida to house the administrative
                  office, product assembly and shipping operations. The lease
                  also contains an option to renew for an additional five years.


                                       15
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


                  Future minimum lease payments under this lease consisted of
                  the following:

                        Twelve months  ending June 30,

                                            2000                     $   31,038
                                            2001                         53,208
                                            2002                         54,279
                                            2003                         55,863
                                            2004                         57,764
                                            Thereafter                   24,460
                                                                     ----------
                                                                     $  276,612
                                                                     ==========
                  DESIGN AND CONSULTING AGREEMENT

                  During 1997, the Company entered into a design and consulting
                  service agreement with a third party in which it shall pay a
                  royalty of $1 for each unit sold for a period of five years,
                  commencing on the date of first sale. The Company will pay the
                  same $1 royalty for an additional 45 years with respect to
                  sales of the original product made by the Company to customers
                  introduced to the Company by this firm.

                  FINANCIAL CONSULTING SERVICES AGREEMENT

                  During 1999, the Company entered into a financial consulting
                  services agreement with a third party in which the third party
                  consultant will receive 50,000 shares of the Company's common
                  stock in exchange for services. The consultant has not
                  performed the services as of December 31, 1999 and therefore,
                  the shares have not been issued.


                                       16
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


NOTE 8 -          STOCKHOLDERS' DEFICIT

                  LOSS PER SHARE

                  Loss per share is computed by dividing net loss by the number
                  of outstanding shares of common stock. Net loss per share for
                  the periods presented does not include the effects of stock
                  options and warrants because their effects would be
                  anti-dilutive.

                  The following table sets forth the computation of net loss per
                  share:
<TABLE>
<CAPTION>
                                                                                                          For the Period
                                                                                                           February 27,
                                                                                                               1995
                                                                                                            (inception)
                                                                         Ended               Ended            through
                                                                        June 30,            June 30,           June 30,
                                                                          2000                1999              2000
                                                                       ==========          =========        ===========
<S>                                                                    <C>                 <C>              <C>
                  Net loss                                             $ (212,464)         $ (85,810)       $(2,143,785)
                                                                       ==========          =========        ===========

                   Weighted average common shares
                    outstanding used in computing basic
                    net loss per share                                  5,842,939          5,838,939          5,842,939
                                                                       ==========          =========        ===========

                  Net loss per share of common stock                    $   (0.04)         $   (0.01)         $   (0.37)
                                                                       ==========          =========        ===========
</TABLE>

                  During 1997, the Company amended its articles of incorporation
                  and changed the capital structure from common stock authorized
                  of 1,000 shares with a par value of $1, to 10,000,000 shares
                  of common stock authorized with a par value of $.001 and
                  authorized preferred stock of 5,000,000 shares with a par
                  value of $.001. During 1997, the Company also effectuated two
                  stock splits, a 2,000 for 1 stock split and a 3.60266 for 1
                  stock split, for its common stock. The statement of
                  stockholder's deficit reflects the effect of these stock
                  splits and change in par value retroactively.

                  During 1995, the Company issued 3,700,497 shares of common
                  stock for $92,715.

                  During 1996, the Company issued 94,228 shares of common stock
                  for $60,000. An additional 946,727 shares of common stock was
                  issued during 1997 for $759,750. The Company incurred $60,595
                  of expenses related to this issuance. Also during 1997, 10,000
                  shares of common stock were issued to an individual who loaned
                  money to the Company.


                                       17
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


                  During 1998, the Company issued 112,000 shares of common stock
                  for a stock subscription receivable of $15,000 and $199,000 in
                  cash. Also in 1998, the Company issued 75,000 shares of common
                  stock in repayment of a previously outstanding $150,000 loan.

NOTE 8 -          STOCKHOLDERS' DEFICIT (CONTINUED)

                  During 1998, 897,987 shares of common stock were issued in
                  exchange for services provided to the Company. These shares
                  were issued and recorded at $86,530, the market value of the
                  services received. This amount includes 737,487 shares issued
                  for services related to costs of fees for placing the common
                  stock. The market value of the placement fees totaled $70,480
                  and are reflected as a direct reduction of additional paid-in
                  capital in the consolidated statements of stockholders'
                  deficit.

                  During 1999, the Company issued 6,500 shares of common stock
                  for $32,500. Costs related to the registration of the Company
                  were charged against additional paid-in-capital in the amount
                  of $11,201.

                  None of these shares were sold through the National
                  Association of Securities Dealers, Inc. (NASD) Broker/Dealers,
                  nor were any commissions paid for these shares. None of the
                  shares issued for services have been issued for future sales
                  of stock.

NOTE 9 -          FAIR VALUE

                  The Company has estimated the fair value of its financial
                  instruments as of December 31, 1999, as required by Statement
                  of Financial Accounting Standards No. 107, "Disclosure about
                  Fair Value of Financial Instruments." The carrying values of
                  cash, accounts payable and accrued expenses, lease obligations
                  and debt are reasonable estimates of their fair values.


                                       18
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)

NOTE 10 -         INCOME TAXES
<TABLE>
<CAPTION>

                  The Company has federal and state net operating loss
                  carryforwards as follows:

                       Period Ending                     Federal               State           Years of Expiration
                       -------------                     -------               -----           -------------------
<S>                        <C>                       <C>                  <C>                          <C>
                  December 31, 1999                  $      737,845       $     737,845                2018-2019
                                                     ===============      ==============               =========
                  June 30, 2000                      $      212,464       $     212,464                     2020
</TABLE>

                  The deferred tax asset arises from the net operating loss
reflected above.

                  The Company's total deferred tax liabilities, deferred tax
                  assets and deferred tax asset valuation allowances at June 30,
                  2000 are as follows:

                  Total Deferred Tax Asset                           $ 333,290
                  Less Valuation Allowance                             333,290
                                                                     ---------

                  Net Deferred Tax Asset                             $     -0-
                                                                     =========

                  The Company provides a 100 percent valuation allowance for any
                  deferred tax asset which is attributable to unused net
                  operating loss carryforwards. Generally accepted accounting
                  principles require a valuation reserve only if it is more
                  likely than not that some portion or all of a deferred tax
                  asset will not be realized.


                                       19
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with the
unaudited Condensed Financial Statements and Notes thereto appearing elsewhere
in this report.

(a)      Eco-Rx's plan of operation for the next twelve months...

         o        Complete the process of filing a Form 10 with the Securities
                  And Exchange Commission.

         o        Complete the design of five air purification units; two room
                  units, as well as three for medium and larger rooms, and have
                  them tested at an independent laboratory to insure that they
                  meet the Company's requirements;

         o        Have the production molds for manufacturing the units designed
                  and built;

         o        Commence the work necessary to submit the finished unit for a
                  510-K medical device rating from the Food and Drug
                  Administration;

         o        Ascertain that the Company's patent applications comply with
                  the final design criteria;

         o        Finalize the list of suppliers;

         o        Acquire and inventory the component parts that the Company
                  does not intend to manufacture;

         o        Design and print sales materials and packaging materials;

         o        Sell and ship finished products;

         o        Fill in product line with additional air purification
                  products;

         o        Begin development and design of new products; and Pursue
                  licensing agreements for the Company's technology.

b)       Product Research and Development for the Next 12 Months

         Over the next 12 months, the Company anticipates its product research
         and development will be for (a) air purification products for
         automobiles and trucks and home central air conditioning systems, and
         (b) water purification applications utilizing the technology.

(c)      Expenditures for the Next 12 Months

         The Company anticipates that its cash requirements over the next 12
         months will total approximately $ 2,500,000, including the cost of
         production of plastic injection molds for the products, the return of
         loans and the payment of the old accounts payable.

(d)  The Company will hire a new chief executive officer and a new chief
     financial officer, a secretary/receptionist, and others to supervise the
     assembly of the machines.


                                       20
<PAGE>

                           Part II - OTHER INFORMATION

Item 1.  Legal Proceedings.

The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against the Company has been
threatened.

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

The Company is in default on three notes payable. In February 2000, the Company
paid $5,000 in interest to extend two of the notes, one for $100,000 and one for
$80,000. They are now due on demand, accruing interest at the default rate of
18%. The third note for $100,000 was due at the end of 1999. It has been reduced
to $50,000. The note holder has demanded rapid payment.

Item 4. Submission of matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K.

         (a)      See exhibits

         (b)      A report has been filed on form 8-K reporting the termination
                  of the auditing firm on May 2, 2000 and the hiring of a new
                  firm.


                                       21
<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
                                                   Eco-Rx, Inc.
                                                  ----------------------------
                                                                  (Registrant)

Date    February 13, 2001                          Joe Peiken
      ----------------------------                -----------------------------
                                                                   (Signature)