UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C., 20549
                                 FORM 10-Q SB/A

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

                 For the quarter report ended December 31, 2000
                                       or

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                  For the transition period from to ___________

                        Commission File number 000-31735

                          PRO GLASS TECHNOLOGIES, INC.
   (Exact name of small business issuer as registrant as specified in charter)

         Nevada                                    88-0231200
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

                 300-369 Queens Way Ave.,. Kelowna, B.C. V1Y8E64
                     (Address of principal executive office)

         Registrants telephone no., including area code (250) 762-8082


     Check whether the registrant (1) has filed all reports required to be filed
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such  reports),  Yes [ ] No [X] and (2) has been  subject to such filing
requirements for the past 90 days. Yes [ ] No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the last practicable date.

    Class                              Outstanding as of  December 31, 2000
Common Stock, $0.001                               22,692,449

                                        i





                                TABLE OF CONTENTS
                          PART 1. FINANCIAL INFORMATION

Heading                                                               Page

Item 1.       Consolidated Financial Statements                        1-2

              Consolidated Balance Sheets September 30, 2000
              And December 31, 2001                                    3-4

             Consolidated Statements of Operations  three months
             Ended December 31, 2000 and December 31, 1999             5

             Consolidated Statement of Stockholders Equity             6-7

             Consolidated Statements of Cash Flows  three months
             Ended December 31, 2000 and December 31, 1999             8

             Notes to Consolidated Financial Statements                9-15

Item 2.      Managements Discussion and Analysis and
             Result of  Operations                                     16




                           PART II. OTHER INFORMATION

Item 1.       Legal Proceedings                                         16

Item 2.       Changes in Security                                       16

Item 3.       Defaults Upon Senior Securities                           19

Item 4.       Submission of Matter to a Vote of                         16
              Securities Holders

tem 5.       Other Information                                          17

Item 6.       Exhibits and Reports on Form 8-K                          17

              Signatures                                                S-1






                                       ii



                          PART 1 FINANCIAL INFORMATION

                           Item 1. Financial Statement


     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance  with the  instructions  for Form  10-Q  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission  and,  therefore,  do not
include all information and footnotes  necessary for a complete  presentation of
the financial  position,  results of operations,  cash flows,  and  stockholders
equity in conformity  with  generally  accepted  accounting  principles.  In the
opinion  of  management,   all  adjustments  considered  necessary  for  a  fair
presentation  of the results of  operations  and  financial  position  have been
included and all such adjustments are of a normal recurring nature.

     The unaudited balance sheet of the Company as of December 31, 2000, and the
related  audited  balance  sheet of the Company as of September  30,  2000,  the
unaudited  statement  of  operations  and cash flows for the three  months ended
December  31, 2000 and the audited  statements  of  stockholders  equity for the
period from  September  1, 1998  through  September  30, 2000 and the  unaudited
stockholders equity for the period October 1, 2000 through December 31, 2000 are
attached hereto and incorporated herein by this reference.

     Operating  results  for  the  quarter  ended  December  31,  2000  are  not
necessarily  indicative  of the results that can be expected for the year ending
September 30, 2001.




                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                          Notes to Financial Statements
              For the Three Months Ended December 31, 2000 and 1999





                       350 E Street, Chula Vista, CA 91910
                     Tel: (619) 422-1348 Fax: (619) 422-1465
                                ARMANDO C. IBARRA
                          CERTIFIED PUBLIC ACCOUNTANTS
                          ( A Professional Corporation)


Armando C. Ibarra,
C.P.A.
Members of the California Society of
Armando Ibarra, Jr.,
C.P.A.
Certified Public Accountants


To the Board of Directors of
Pro Glass Technologies, Inc.
(Formerly Pro Glass Technologies, Inc. Canada)
Bay 8, 3927 Edmonton Tr. N.E.
Calgary, Alberta T2E 6T1


                         INDEPENDENT ACCOUNTANTS REPORT


We have reviewed the accompanying balance sheets of Pro Glass Technologies, Inc.
(Formerly Pro Glass Technologies, Inc. Canada) as of December 31, 2000 and 1999,
and the related statements of operations,  stockholders  equity, and cash flows
for the three months then ended,  in accordance with Statements on Standards for
Accounting Review Services issued by the American  Institute of Certified Public
Accountants.  All  information  included in these  financial  statements  is the
representation of the management of Pro Glass Technologies, Inc.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any  modifications  that should be made
to the accompanying  financial  statements in order for them to be in conformity
with generally accepted accounting principles.

Our review was made for the purpose of expressing  limited  assurance that there
are no material modifications that should be made to the financial statements in
order  for  them  to  be  in  conformity  with  generally  accepted   accounting
principles.  The information  included in the accompanying  schedules of general
and  administrative  expenses  is  presented  only  for  supplementary  analysis
purposes.  Such  information  has been  subjected to the inquiry and  analytical
procedures applied in the review of the basic financial  statements,  and we are
not aware of any material modifications that should be made to it.


 /S/ Armando C. Ibarra
Armando C. Ibarra, CPA
May 10, 2001




                        Pro Glass Technologies, Inc.
               (Formerly Pro Glass Technologies, Inc. Canada)
                               Balance Sheets
                                         ASSETS
                                    Three Months
                                       Ended       Year Ended
                                    December 31,  September 30,
                                       2000            2000
         Current Assets :
        Cash                           $ 71,730   $154,423
        Accounts receivable              44,804     64,815
        Other receivable                  1,049      1,049
        Due from Cal Alta               181,258    131,470
        Inventory                         8,000      2,667
         Earned discounts receivable     34,800     23,733
        Prepaid expenses                  2,326      6,719
        Income tax benefit               54,910     52,770
  Total Current Assets                  398,878    437,646
   Net Property & Equipment              16,149     14,547
  Other Assets:
        Investment in securities        150,000    150,000
        Net intangible assets           147,054    152,011
Total Other Assets                      297,054    302,011
     TOTAL ASSETS                      $712,081   $754,204





                          Pro Glass Technologies, Inc.
                 (Formerly Pro Glass Technologies, Inc. Canada)
                                 Balance Sheets
                       LIABILITIES & STOCKHOLDERS' EQUITY
                                                Three Months
                                                  Ended         Year Ended
                                               December 31,   September 30,
                                                   2000           2000
Current Liabilities:
      Accounts payable                             66,728      53,422
      GST collected                                 2,014       4,242
      Notes payable                                18,621      18,621
      Salary payable                                    0      40,000
Total Current Liabilities                          87,363     116,285
Stockholders' Equity:
       Common stock, ($0.001 par value,
       50,000,000 shares
       authorized; 22,692,449 shares
       issued and outstanding as of
       December 31, 2000 and September
       30, 2000, respectively)                     22,692      22,692
       Additional paid-in capital                 802,185     802,185
       Retained earnings                         (200,626)   (188,501)
       Foreign currency translation adjustment        467       1,543
Total Stockholders' Equity                        624,718     637,919
   TOTAL LIABILITIES
                 & STOCKHOLDERS' EQUITY           712,081     754,204










                           Pro Glass Technologies, Inc.
                  (Formerly Pro Glass Technologies, Inc. Canada)
                             Statements of Operations
                                    Three Months     Three Months
                                      Ended            Ended
                                    December 31,     December 31,
                                       2000              1999
         Revenues:
   Sales                        $      159,884 $      148,392
 Total Revenues                        159,884        148,392
 Cost of Sales:
   Glass & molding                      58,937         57,377
   Glass supplies                        2,154          3,981
   Sub. contractors                      9,598              0
   Depreciation                          5,763            876
Total Cost of Sales                     76,451         62,234
 GROSS PROFIT                           83,433         86,158
 Administrative Expenses                97,714        132,267
 OPERATING LOSS                        (14,281)       (46,109)
 Other Income (Expenses):
   Other income                             16              0
   Interest expense                          0          2,414
 Total Other Income (Expenses)              16          2,414
 NET LOSS BEFORE INCOME TAXES   $      (14,265) $     (43,695)
 INCOME TAX - BENEFIT                    2,140          6,554
 NET LOSS AFTER INCOME TAXES    $      (12,125) $     (37,141)
 BASIC LOSS PER SHARE           $      (0.001)  $      (0.002)
 WEIGHTED AVERAGE NUMBER OF
       COMMON SHARES OUTSTANDING    22,692,449     17,202,002




         Pro Glass Technologies, Inc.
                (Formerly Pro Glass Technologies, Inc. Canada)
       Statement of Stockholders' Equity
                                            Common         Common     Additional
                                            Shares          Stock      Paid-in
                                                            Amount     Capital
   Common shares issued September 1, 1998
   for cash @ $.167 per share                564,000   $       564   $    93,350

   Operating loss September 30, 1998             -             -             -

   Balance, September 30, 1998               564,000           564        93,349

   Common shares issued October 1, 1998
   to F. Aiello @ $.02 per shares        15,000,000        15,000        256,605

 Common shares issued March 31, 1999
   for cash @ $ .068 a share               1,010,000         1,010        67,670

   Common shares issued July 31, 1999
   for cash @ $ .068 a share               1,140,000         1,140        76,380

  Contributed capital for services (note 8)        -             -        40,000

   Foreign currency translation adjustment         -             -             -

  Operating loss September 30, 1999                -             -             -

   Balance, September 30, 1999            17,714,000   $    17,714   $   534,004


 Recapitalization (note 1)                 3,000,000         3,000       (2,919)

Common shares issued December 7, 1999
   for services rendered @ $ .10 a share   1,247,049         1,247       122,459


 Common Shares issued January 11, 2000
   for services rendered @ $ .11 a share     350,000           350        36,860

 Common Shares issued April 3, 2000
   for cash @ $ .27 a share                  250,000           250        67,250

   Common Shares issued April 10, 2000
   for cash @ $ .34 a share                  121,400           121        41,171

   Common Shares issued June 14, 2000
   for cash @ $ .34 a share                   10,000            10         3,390


  Foreign currency translation adjustment          -             -             -

   Operating loss September 30, 2000               -             -             -

   Balance, September 30, 2000            22,692,449   $    22,692   $   802,185




                                             Retained
                                             Earnings
                                             (Deficit)      Total



   Common shares issued September 1, 1998
   for cash @ $.167 per share                 $       0    $  93,914

   Operating loss September 30, 1998            (61,769)     (61,769)

   Balance, September 30, 1998                  (61,769)      32,144

   Common shares issued October 1, 1998
  to F. Aiello @ $ .02 a share                        -      271,605

 Common shares issued March 31, 1999
   for cash @ $ .068 a share                          -       68,680

   Common shares issued July 31, 1999
   for cash @ $ .068 a share                          -       77,520

  Contributed capital for services (note 8)           -       40,000

   Foreign currency translation adjustment            -         (352)

  Operating loss September 30, 1999             (25,502)     (25,502)

   Balance, September 30, 1999                $ (87,271)   $ 464,095


 Recapitalization (note 1)                            -           81

Common shares issued December 7, 1999
   for services rendered @ $ .10 a share              -      123,706


 Common Shares issued January 11, 2000
   for services rendered @ $ .11 a share              -       37,180

 Common Shares issued April 3, 2000
   for cash @ $ .27 a share                           -      67,500

   Common Shares issued April 10, 2000
   for cash @ $ .34 a share                           -       41,292

   Common Shares issued June 14, 2000
   for cash @ $ .34 a share                           -        3,400


  Foreign currency translation adjustment             -        1,895

   Operating loss September 30, 2000           (101,230)    (101,230)

   Balance, September 30, 2000                $(188,501)   $ 637,919











         Pro Glass Technologies, Inc.
                (Formerly Pro Glass Technologies, Inc. Canada)
        Statement of Stockholders' Equity (continued)
                                              Common         Common   Additional
                                              Shares          Stock     Paid-in
                                                             Amount    Capital
Operating loss December 31, 2000                      -            -           -
   Foreign currency translation adjustment            -            -           -
   Balance, December 31, 2000                22,692,449   $   22,692   $ 802,185



                                              Retained
                                              Earnings
                                              (Deficit)    Total

Operating loss December 31, 2000               (12,125)     (12,125)
   Foreign currency translation adjustment           -       (1,076)
   Balance, December 31, 2000                $(200,626)   $ 624,718








                            Pro Glass Technologies, Inc.
                   (Formerly Pro Glass Technologies, Inc. Canada)
                              Statements of Cash Flows
                                               Three Months    Three Months
                                                  Ended            Ended
                                               December 31,     December 31,
                                                 2000                1999
     CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                  $ (12,125)   $ (37,141)
     Depreciation expense                          5,763          876
     Decrease / (increase)
     in accounts receivable                       19,619      (41,502)
    (Increase) in inventory                       (5,228)      (2,759)
     Decrease / (increase) in
    prepaid expenses                               4,307       (2,942)
    (Increase) in other assets                         0     (198,076)
    (Increase) in note receivable                      0         (436)
    (Increase) in provision for
     unearned discounts                          (10,850)     (28,759)
    (Increase) in investments                          0      (25,557)
    (Increase) in notes receivable               (48,813)      (1,749)
    (Increase) in income tax benefit              (2,140)     (13,487)
     Increase in accounts payable                 13,045       26,958
    (Decrease) in notes payable                  (41,400)           0
     Increase in taxes payable                         0        1,450
     Net Cash (used) by
     operating activities                        (77,823)    (323,124)
CASH FLOWS FROM INVESTING ACTIVITIES:
     (Increase) in investments                         0     (150,000)
      Acquisition of property
     & equipment                                  (2,361)     (16,462)
     Net cash (used) by investing activities      (2,361)    (166,462)
CASH FLOWS FROM FINANCING ACTIVITIES:
     Common stock issued for cash                      0       18,961
     Additional paid-in capital                        0      491,266
     Net cash provided by
    financing activities                               0      510,227
    Effect of Exchange rate
    changes on cash                               (2,510)           0
    Net (decrease) / increase
    in cash                                      (82,693)      20,641
    Cash at beginning of year                    154,423        1,630
    Cash at end of year                        $  71,730    $  22,271





NOTE  1.  OPERATIONS AND DESCRIPTION OF BUSINESS

Organization

Pro Glass Technologies, Inc. was incorporated in Canada on December 15, 1997. On
October  21,  1999  the  Company  entered  into a  recapitalization  with  Regan
Corporation  (a  Nevada  Corporation).  Ragen  changed  its  name  to Pro  Glass
Technologies,  Inc., on October 25, 1999 and increased the authorized  shares to
50,000,000 of $.001 par value common stock.

On  October  21,  1999.  Ragen  Corporation  and Pro  Glass  Technologies,  Inc.
completed an Agreement and Plan of Merger whereby Ragen issued 17,714,000 shares
of its common stock in exchange for all of the  outstanding  common stock of Pro
Glass.  Immediately  prior  to the  Agreement  and  Plan of  Merger,  Ragen  had
3,000,000  shares of common stock issued and  outstanding.  The  acquisition was
accounted for as a recapitalization of Pro Glass because the shareholders of Pro
Glass controlled Ragen after the acquisition.  Therefore,  Pro Glass was treated
as the  acquiring  entity for  accounting  purposes and Ragen was the  surviving
entity for legal purposes.

The Company operates an auto glass repair and installation business.

NOTE  2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  Basis of Accounting

The Company policy is to use the accrual method of accounting and to prepare and
present financial  statements in accordance with generally  accepted  accounting
principles.

b.  Advertising Rights & Customer list

The Company has entered into an exclusivity contract with various companies. The
exclusivity  enables  Pro Glass to be the only auto  glass  company  to  deliver
advertisements  to patrons  homes.  Cal Alta  compiled  a  customer  list over a
10-year period in the auto glass  industry.  The customer list enables Pro Glass
to target customers based on historical data.

c.  Consolidation

The accompanying  financial  statements  include the accounts of the Company and
its subsidiaries.  Significant  intercompany accounts and transactions have been
eliminated in consolidation.

d.  Cash and Cash Equivalents

For the  purposes of the  statement  of cash flows,  the Company  considers  all
investments with a maturity of three months or less to be cash equivalents.


NOTE  2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

e.  Inventory

Inventory is stated at the lower of cost (first-in, first-out) or net realizable
value,  and consists of auto  windshields and related  materials.  The Companys
inventory is very consistent and not material.

f.  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  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

g.  Accounts Receivable-Trade

Accounts  receivable-trade  consists of the  following  at December 31, 2000 and
1999:

                                                          2000             1999
Accounts receivable                                      $44,804         $40,417
Allowance for doubtful accounts
                                                               0               0
Total                                                    $44,804         $40,417

Management  considers  accounts  receivable  as of December 31, 2000 to be fully
collectible.

h.  Property and Equipment/Depreciation

Property  and  equipment  are  recorded at cost.  Minor  additions  renewals are
expensed in the year incurred.  Major additions and renewals are capitalized and
depreciated over their estimated useful lives.  Depreciation and amortization is
calculated using  straight-line and accelerated  methods for income tax purposes
(five years for vehicles and equipment,  and seven years for office  furniture).
Total depreciation for the three months ended 2000 and 1999 was $ 806 and $ 876,
respectively.  Amortization  for the years ended 2000 and 1999 was $ 4,957 and $
0, respectively.

i.  Revenue Recognition

The Company  recognizes  revenue from windshield repairs and replacements at the
date the customers job is completed.



NOTE  2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

j.  Earnings Per Share

Earnings  per share are  provided in  accordance  with  Statement  of  Financial
Accounting  Standards  No.128  (FAS No.  128)  Earnings  Per  Share.  Due to the
Companys simple capital  structure,  with only common stock  outstanding,  only
basic earnings per share is presented.  Basic earnings per share are computed by
dividing  earnings  available to common  stockholders  by the  weighted  average
number of common shares outstanding.

k.  Leases

Rent  expense  for  2000 and 1999  was $ 8,900  and $ 7,275,  respectively.  The
Company also leases a vehicle under operating lease expiring  through July 2001.
Lease  expense  for the  vehicle  for 2000  and  1999  was $ 3,299  and $ 2,401,
respectively.  At December 31, 2000, minimum annual rental commitments under the
property non-cancelable lease were as follows:

                               Year Ending
                                  2001                $ 28,132
                                  2002                  28,132
                                  2003                  28,132
                                  2004                  28,132


l.  Income Taxes & Tax Reporting

Income taxes are provided in accordance  with Statement of Financial  accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards.

Deferred tax expense  (benefit)  results from the net change  during the year of
deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

Income tax  returns  are  reported  to Canada and United  States as  required by
regulated agencies.





NOTE  3.  INVESTMENT

This represents the Companys  acquisition of 150,0000 shares of $ 1.00 preferred
stock in Triad Industries,  Inc. in exchange for the FAA Enterprises,  Inc. note
receivable of $ 131,379.  The remaining balance of $ 18,261 is a note payable to
FAA  Enterprises,  Inc. The Triad  investment is recorded using the cost method.
The Company  shall  reduce the fair value of the  securities  if the decrease is
judged  to be other  than  temporary.  Thus,  the cost  basis of the  individual
security  shall be written down to fair value as a new cost basis and the amount
of the write down shall be included in  earnings.  Subsequent  increases  in the
fair value of  securities  shall be included as a separate  component of equity.
The  investments  in  securities  are  recorded in  accordance  with  Accounting
Principles Board Options No. 18 (APB No. 18).


NOTE  4.  INCOME TAX BENEFIT

                   1998         Net Income / (Loss)                     (75,692)
                                                              -----------------
                   1998         Tax benefit carry forward                13,923
                              -------------------------------------------------
                   1999         Income tax benefit                        4,501
             ------------------------------------------------------------------
                   1999         Tax benefit carry forward                18,424
                              -------------------------------------------------
                   2000         Income tax benefit                       34,346
                              -------------------------------------------------
                   2001         Income tax benefit 1st quarter            2,140
                                                              -----------------
                                                              -----------------
                   2001         Tax benefit carry forward              $ 54,910
             -------------------------------------------------=================


NOTE  5.  SCHEDULE OF NET OPERATING LOSSES

                  1998         Net Operating Loss                     $ (75,692)
                              -------------------------------------------------
                  1999         Net Operating Loss                       (30,004)
                              -------------------------------------------------
                  2000         Net Operating Loss                      (135,576)
                              -------------------------------------------------
                  2001         Net Operating Loss 1st quarter           (12,125)
            ------------------------------------------------- -----------------
                                                              -----------------
                               Net Operating Loss                     $(253,397)
            ------------------------------------------------- =================

As of December 31, 2000,  the Company has net operating  loss  carryforwards  of
approximately $ 253,397 which will expire through 2019.


NOTE  6. RELATED PARTY TRANSACTIONS

At  December  31,  2000 the  Corporation  has an  unsecured  note  payable to an
officer/stockholder.  FAA  Enterprises,  Inc.  note  receivable  was received in
exchange for 150,000 shares of $1.00 preferred stock in Triad  Industries,  Inc.
The difference of $ 18,261 was recorded as a note payable.



NOTE  7.  PROPERTY & EQUIPMENT

A summary of property and equipment,  and the related depreciation expense is as
follows:

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


Office Equipment                                      $ 24,475         $ 19,238
Automobile                                               3,667            3,667
Total Office Equip. & Automobile                        28,087           23,031
Accumulated depreciation                               (11,993)
                                                                         (7,445)
Net Property and Equipment                            $ 16,149         $ 15,586

Depreciation Expense                                  $    806         $    876


NOTE  8. INTANGIBLE ASSETS

Intangible assets consist of the following:
           -
                                                  2000          1999


Advertising rights                              $ 108,333    $ 112,069

Customer list                                      83,333       86,207

    Less Accumulated Amortization                 (44,612)           0

                                                  $ 147,054  $ 198,276
                                  -=================== =====================

Advertising  rights and customer  list are being  amortized  on a  straight-line
basis over a ten-year period in accordance with APB 17.  Intangible  assets were
acquired with the acquisition of Pro Glass Canada. The advertising rights are an
exclusivity  contract Pro Glass has to advertise to patrons homes.  The customer
list consists of clients  compiled by Cal Alta of Canada over a ten-year  period
in the auto glass industry. This customer list along with the advertising rights
gives Pro Glass a valuable resource in which they can identify potential clients
to  advertise  to because  the list  provides  a  demographic  of the  Companys
customers.  In accordance  with paragraph 6 of FASB 121 the Company expects that
future cash flows will be more than the carrying amount of the assets; therefore
no impairment loss is being recognized.



NOTE  9.  NOTE RECEIVABLE

The amount of $ 181,259  represents a receivable  due to Pro Glass from Cal Alta
(a related party) as of December 31, 2000. This amount was carried over from the
merger  between Pro Glass  Canada and Pro Glass USA. Its an amount owed from Cal
Alta which is a holding Company that is owned by an  officer/stockholder.  As of
December 31, 2000 no interest or repayment  schedule  had been  determined.  Cal
Alta has a $500,000 net asset value.  Although Cal Alta is not generating income
at the present time, their net value gives reason to believe that the receivable
is fully collectable.


NOTE  10.  FOREIGN CURRENCY TRANSLATION

Accounting for Pro Glass  Technologies,  Inc. is conducted in Canadian currency.
As per our audit we convert figures on a quarterly basis in accordance with FASB
# 52. The functional  currency is in Canadian.  Balance sheets for 2000 and 1999
were  translated  at  their  respective  year-end  rates  of  $1.50  and $ 1.50,
respectively.  Statement of operations, general and administrative and cash flow
financial  statements were reported on the weighted  average for each respective
year as required by FASB # 52.


NOTE  11.  COMMON  STOCK

On September 1, 1998 the Company  issued 564,000 shares of common stock for cash
@ $ .167 per share. As of September 30, 1998 there were 564,000 shares of common
stock  outstanding.  On October 1, 1998 the Company issued  15,000,000 shares of
common stock to F. Aiello @ $ .02 a share.  On March 31, 1999 the Company issued
1,010,000 shares of common stock for cash @ $ .068 a share. On July 31, 1999 the
Company issued 1,140,000 shares of common stock for cash @ $ .068 a share. As of
September 30, 1999 there were 17,714,000 shares of common stock outstanding.  On
October  21,  1999 (prior to the  recapitalization)  the  Company had  3,000,000
shares of common  stock  outstanding.  On December  7, 1999 the  Company  issued
1,247,049  shares of common  stock for  services  rendered  @ $ .10 a share.  On
January 11, 2000 the Company  issued 350,000 shares of common stock for services
rendered @ $ .11 a share.  On April 3, 2000 the Company issued 250,000 shares of
common  stock for cash @ $ .27 a share.  On April 10,  2000 the  Company  issued
121,400  shares of common  stock for cash @ $ .34 a share.  On June 14, 2000 the
Company  issued  10,000  shares of common stock for cash @ $ .34 a share.  As of
December 31, 2000 there were 22,692,449 shares of common stock outstanding.

15 million  shares of common stock were issued to Frank Aiello (a related party)
for the purchase of Pro Glass Technologies,  Inc. Canada. A share price of $ .02
per share was  determined  by  management  to be  market  value of the  business
acquisition.

Management  determines  the per share price of each  issuance  on a  transaction
basis.


NOTE 12.  STOCKHOLDERS EQUITY

The  stockholders  equity section of the Company contains the following classes
of capital stock as of December 31, 2000.

Common stock, $ 0.001 par value;  50,000,000 shares  authorized;  22,692,449 and
21,961,049 shares issued and outstanding for 2000 and 1999, respectively.

NOTE  13.  ISSUANCE OF SHARES FOR SERVICES

The  valuation  of shares  for  services  is based on the fair  market  value of
services.  The Company  has  elected to account for the stock  option plan under
Accounting  Principles  Board  Opinion No. 25  Accounting  for Stock  Issued to
Employees, and related interpretations.

There were no shares of common stock issued for services to  management  and key
employees for the three months ended December 31, 2000.




                 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

     As of December  31, 2000 the Company has $398,878 in total  current  assets
and equity of $624,718 with which to pay its obligations. This gives the Company
a comfortable 41/2 to 1 working capital ratio. The Company is involved in a best
efforts  financing  in order to  increase  the  Companys  liquidity  and capital
resources.

Results of Operations

     For the three months ending December 31, 2000 the Company had a net loss of
$(12,125).  General and administrative  expenses decreased $34,553 for the first
quarter  of  2000  compared  to  the  same  period  of  1999.  Depreciation  and
amortization  also increased  $4,887 for the first quarter 2000 when compared to
the same period of 1999.

     The Company had revenues of $159,884  for the three  months ended  December
31, 2000 compared to $148,392 for the same period last year.

     The Company also had a $9,598 increase in subcontractor  costs. This can be
attributed to the increase in volume of sales at the Companys glass shops.

Sale of Common Capital Stock

         None.

                            PART II OTHER INFORMATION

                            ITEM 1. LEGAL PROCEEDINGS

         None.
                          ITEM 2. CHANGES IN SECURITIES

         None.

                     ITEM 3. DEFAULTS UPON SENIOR SECURITES

         None.

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

         None.
                                       16

                            ITEM 5. OTHER INFORMATION


         None.



                       ITEM 6. EXHIBITS AND REPORTS ON 8-K


         a.       Form 10SBA filed by reference on October 10, 2000.










                                       17
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  Report  to be  signed  in its  behalf by the
undersigned hereto duly authorized.



                                                  Pro Glass Technologies, Inc.


Dated: May 14, 2001

                                                  By:/S/ Frank Aeillo
                                                         Frank Aiello
                                                         President
























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