SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 1999

|_|   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 333-26673

               ---------------------------------------------------

                                 EUROTECH, LTD.
                                 --------------
        (Exact name of small business issuer as specified in its charter)

     District of Columbia                                        33-0662435
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                              1216 16th Street, NW
                                    Suite 200
                            Washington, DC 20036-3772
                    (Address of principal executive offices)

                                 (202) 466-5591
                           (Issuer's telephone number)


               ---------------------------------------------------
               (Former name, former address and former fiscal year
                          if changed since last report)

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), and (2) has been subject to such filing requirements for the past
90 days.

                               Yes |X|     No |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 20,725,122 shares of Common Stock,
$0.00025 par value, were outstanding as of March 31, 1999.

Transitional Small Business Disclosure Forms (check one):

                               Yes |_|     No |X|
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                                INDEX TO FORM 10Q

                                 MARCH 31, 1999

                                                                       Page Nos.
                                                                       ---------

PART I - FINANCIAL INFORMATION:

      ITEM I - FINANCIAL STATEMENTS

            BALANCE SHEETS                                               F-1
                  At December 31, 1998 and March 31, 1999

            STATEMENTS OF OPERATIONS                                     F-2
                  For the Three Months Ended March 31, 1998
                  For the Three Months Ended March 31, 1999
                  For the Period from Inception (May 26, 1995)
                  to March 31, 1999

            STATEMENTS OF STOCKHOLDERS' DEFICIENCY                    F-3 - F-6
                  For the Period from Inception (May 26, 1995)
                  to December 31, 1998 
                  For the Three Months Ended March 31, 1999

            STATEMENTS OF CASH FLOWS                                     F-7
                  For the Three Months Ended March 31, 1998
                  For the Three Months Ended March 31, 1999
                  For the Period from Inception (May 26, 1995)
                  to March 31, 1999

            NOTES TO FINANCIAL STATEMENTS                             F-8 - F-13

      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

PART II - OTHER INFORMATION
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                                 BALANCE SHEETS

                                     ASSETS
                                    (Note 2)

<TABLE>
<CAPTION>
                                                             At December 31, 1998  At March 31, 1999
                                                             --------------------  -----------------
                                                                                      (Unaudited)
<S>                                                               <C>                <C>         
CURRENT ASSETS:
  Cash                                                            $      1,940       $     23,790
  Receivable from related parties                                        5,918              5,918
  Prepaid expenses and other current assets                                200              5,547
                                                                  ------------       ------------

      TOTAL CURRENT ASSETS                                               8,058             35,255

PROPERTY AND EQUIPMENT - net of accumulated
  depreciation                                                          31,846             29,797

OTHER ASSETS:
  Organization and patent costs - net of accumulated
    amortization                                                        26,587             26,071
  Deferred financing costs                                               2,361                 --
  Other assets                                                           7,551              9,751
                                                                  ------------       ------------

      TOTAL ASSETS                                                $     76,403       $    100,874
                                                                  ============       ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
  Convertible notes payable                                       $         --       $    450,000
  Accrued liabilities                                                1,716,809          1,891,768
  Deferred revenue                                                     225,000            325,000
                                                                  ------------       ------------

      TOTAL CURRENT LIABILITIES                                      1,941,809          2,666,768
                                                                  ------------       ------------

CONVERTIBLE DEBENTURES                                               6,970,000          6,660,000
                                                                  ------------       ------------

COMMITMENTS AND OTHER MATTERS (Notes 1, 2, 3, 5 and 6)

STOCKHOLDERS' DEFICIENCY:
  Preferred stock - $0.01 par value; 1,000,000 shares
    authorized; -0- shares issued and outstanding                           --                 --
  Common stock - $0.00025 par value; 50,000,000 shares
    authorized; 19,621,882 and 20,725,122 shares issued and
    outstanding at December 31, 1998 and March 31, 1999,
    respectively                                                         4,905              5,181
  Additional paid-in capital                                        15,452,783         16,059,108
  Unearned financing costs                                             (47,500)           (93,560)
  Deficit accumulated during the development stage                 (24,245,594)       (25,196,623)
                                                                  ------------       ------------

      TOTAL STOCKHOLDERS' DEFICIENCY                                (8,835,406)        (9,225,894)
                                                                  ------------       ------------

      TOTAL LIABILITIES AND STOCKHOLDERS'
        DEFICIENCY                                                $     76,403       $    100,874
                                                                  ============       ============
</TABLE>

See notes to financial statements.


                                      F-1
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                            For the Period
                                                     For the Three Months Ended March 31,   from Inception
                                                     ------------------------------------  (May 26, 1995) to
                                                            1998               1999          March 31, 1999
                                                        ------------       ------------    -----------------
<S>                                                     <C>                <C>                <C>         
REVENUES                                                $         --       $         --       $         --
                                                        ------------       ------------       ------------

OPERATING EXPENSES:
  Research and development                                   307,671            293,773          3,723,878
  Consulting fees                                            110,042            113,900          1,504,771
  Compensatory element of stock issuances pursuant
     to consulting agreements                                110,940             89,900          2,561,127
  Other general and administrative expenses                  559,381            154,216          3,261,169
                                                        ------------       ------------       ------------

    TOTAL OPERATING EXPENSES                               1,088,034            651,789         11,050,945
                                                        ------------       ------------       ------------

OPERATING LOSS                                            (1,088,034)          (651,789)       (11,050,945)
                                                        ------------       ------------       ------------

OTHER EXPENSES:
  Interest expense                                           130,625            167,514          1,034,647
  Amortization of deferred and unearned financing
    costs                                                  1,246,228            131,726         13,111,031
                                                        ------------       ------------       ------------

    TOTAL OTHER EXPENSES                                   1,376,853            299,240         14,145,678
                                                        ------------       ------------       ------------

NET LOSS                                                $ (2,464,887)      $   (951,029)      $(25,196,623)
                                                        ============       ============       ============

NET LOSS PER COMMON SHARE                               $       (.13)      $       (.05)
                                                        ============       ============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                    18,950,336         20,074,782
                                                        ============       ============
</TABLE>

See notes to financial statements.


                                      F-2
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                   (UNAUDITED)

        FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1998
                    AND THE THREE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
                                                                         Common Stock        Additional   
                                                    Date of           ------------------      Paid-in     
Period Ended December 31, 1995:                   Transaction         Shares      Amount      Capital     
-------------------------------                   -----------         ------      ------      -------     
                                                                       (1)
<S>                                                 <C>              <C>          <C>       <C>           
Founder shares issued ($0.00025 per share)          05/26/95         4,380,800    $1,095    $   (1,095)   
Issuance of stock for offering consulting fees
  ($0.0625 per share)                               08/31/95           440,000       110        27,390    
Issuance of stock ($0.0625 and $0.25
  per share)                                        Various          4,080,000     1,020       523,980    
Issuance of stock for license ($0.0625 per
  share)                                            08/31/95           600,000       150        37,350    
Issuance of stock options for offering legal
  and consulting fees                                                       --        --        75,000    
Offering expenses                                                           --        --      (105,398)   
Net loss                                                                    --        --            --    
                                                                    ----------    ------    ----------    
Balance - December 31, 1995                                          9,500,800     2,375       557,227    

Year Ended December 31, 1996:
-----------------------------

Issuance of stock ($0.25 per share)                 Various          1,278,000       320       319,180    
Exercise of stock options                           01/18/96           600,000       150            --    
Issuance of stock for consulting fees
  ($0.34375 per share)                              03/22/96           160,000        40        54,960    
Issuance of stock for consulting fees
  ($0.0625 per share)                               05/15/96         2,628,000       657       163,593    
Issuance of stock for consulting fees
  ($0.590625 per share)                             06/19/96         1,500,000       375       885,563    
Issuance of stock for consulting fees
  ($1.82 per share)                                 11/12/96            57,036        14       104,275    
Issuance of stock pursuant to bridge financing
  ($1.81325 per share)                               12/96           1,500,000       375     2,719,500    
Amortization of unearned financing costs                                    --        --            --    
Repayment by stockholders                                                   --        --            --    
Net loss                                                                    --        --            --    
                                                                    ----------    ------    ----------    
Balance - December 31, 1996                                         17,223,836    $4,306    $4,804,298    
                                                                    ==========    ======    ==========    
</TABLE>

<TABLE>
<CAPTION>
                                                                                    Deficit
                                                                                  Accumulated
                                                                  Unearned        During the
                                                    Due from      Financing       Development
Period Ended December 31, 1995:                   Stockholders      Costs            Stage            Total
-------------------------------                   ------------      -----            -----            -----
<S>                                                 <C>          <C>              <C>              <C>        
Founder shares issued ($0.00025 per share)          $    --      $        --      $        --      $        --
Issuance of stock for offering consulting fees
  ($0.0625 per share)                                    --               --               --           27,500
Issuance of stock ($0.0625 and $0.25
  per share)                                         (3,000)              --               --          522,000
Issuance of stock for license ($0.0625 per
  share)                                                 --               --               --           37,500
Issuance of stock options for offering legal
  and consulting fees                                    --               --               --           75,000
Offering expenses                                        --               --               --         (105,398)
Net loss                                                 --               --         (513,226)        (513,226)
                                                    -------      -----------      -----------      ----------- 
Balance - December 31, 1995                          (3,000)              --         (513,226)          43,376

Year Ended December 31, 1996:
-----------------------------

Issuance of stock ($0.25 per share)                      --               --               --          319,500
Exercise of stock options                                --               --               --              150
Issuance of stock for consulting fees
  ($0.34375 per share)                                   --               --               --           55,000
Issuance of stock for consulting fees
  ($0.0625 per share)                                    --               --               --          164,250
Issuance of stock for consulting fees
  ($0.590625 per share)                                  --               --               --          885,938
Issuance of stock for consulting fees
  ($1.82 per share)                                      --               --               --          104,289
Issuance of stock pursuant to bridge financing
  ($1.81325 per share)                                   --       (2,719,875)              --               --
Amortization of unearned financing costs                 --          226,656               --          226,656
Repayment by stockholders                             3,000               --               --            3,000
Net loss                                                 --               --       (3,476,983)      (3,476,983)
                                                    -------      -----------      -----------      ----------- 
Balance - December 31, 1996                         $    --      $(2,493,219)     $(3,990,209)     $(1,674,824)
                                                    =======      ===========      ===========      =========== 
</TABLE>

(1)   Share amounts have been restated to reflect the 4 for 1 stock split on
      June 1, 1996.

See notes to financial statements.


                                      F-3
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                   (UNAUDITED)

        FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1998
                    AND THE THREE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
                                                                       Common Stock         Additional   
                                                   Date of         -------------------       Paid-in     
Year Ended December 31, 1997:                    Transaction       Shares       Amount       Capital     
-----------------------------                    -----------       ------       ------       -------     
                                                                    (1)
<S>                                                 <C>          <C>            <C>        <C>           
Balance - December 31, 1996                                      17,223,836     $4,306     $ 4,804,298   

Issuance of stock for consulting fees
  ($2.50 per share)                                 03/97            64,000         16         159,984   
Issuance of stock for consulting fees
  ($5.45 per share)                                 06/97            39,000          9         212,540   
Issuance of stock for consulting fees
  ($5.00 per share)                                 09/97            59,000         15         294,986   
Issuance of stock pursuant to penalty
  provision of bridge financing
  ($5.45 per share)                                 06/97           500,000        125       2,724,875   
Value assigned to conversion feature of
  Convertible Debentures                            11/97                --         --       1,337,143   
Value assigned to issuance of 127,500 warrants
  in consideration for interest and placement
  fees in connection with Convertible Debentures    11/97                --         --         284,480   
Value assigned to issuance of 35,000 warrants                                                            
  to shareholder for consulting services            11/97                --         --          39,588   
Value assigned to issuance of 364,000 warrants
  to shareholder as additional consideration
  for financing activities                          11/97                --         --         862,680   
Issuance of stock for consulting fees
  ($4.00 per share)                                 12/97            43,000         11         171,989   
Accrual of stock issued January 1998 pursuant
  to penalty provision of bridge financing
  ($2.00 per share)                                 12/97         1,000,000        250       1,999,750   
Amortization of unearned financing costs                                 --         --              --   
Net loss                                                                 --         --              --   
                                                                 ----------     ------     -----------   
Balance - December 31, 1997                                      18,928,836     $4,732     $12,892,313   
                                                                 ==========     ======     ===========   
</TABLE>

<TABLE>
<CAPTION>
                                                                                       Deficit
                                                                                     Accumulated
                                                                   Unearned          During the
                                                   Due from        Financing         Development
Year Ended December 31, 1997:                    Stockholders        Costs              Stage              Total
-----------------------------                    ------------        -----              -----              -----
<S>                                                <C>            <C>               <C>                <C>          
Balance - December 31, 1996                        $      --      $(2,493,219)      $ (3,990,209)      $ (1,674,824)

Issuance of stock for consulting fees
  ($2.50 per share)                                       --               --                 --            160,000
Issuance of stock for consulting fees
  ($5.45 per share)                                       --               --                 --            212,549
Issuance of stock for consulting fees
  ($5.00 per share)                                       --               --                 --            295,001
Issuance of stock pursuant to penalty
  provision of bridge financing
  ($5.45 per share)                                       --       (2,725,000)                --                 --
Value assigned to conversion feature of
  Convertible Debentures                                  --       (1,337,143)                --                 --
Value assigned to issuance of 127,500 warrants
  in consideration for interest and placement
  fees in connection with Convertible Debentures          --         (284,480)                --                 --
Value assigned to issuance of 35,000 warrants
  to shareholder for consulting services                  --          (39,588)                --                 --
Value assigned to issuance of 364,000 warrants
  to shareholder as additional consideration
  for financing activities                                --         (862,680)                --                 --
Issuance of stock for consulting fees
  ($4.00 per share)                                       --               --                 --            172,000
Accrual of stock issued January 1998 pursuant
  to penalty provision of bridge financing
  ($2.00 per share)                                       --       (2,000,000)                --                 --
Amortization of unearned financing costs                  --        8,426,793                 --          8,426,793
Net loss                                                  --               --        (12,441,242)       (12,441,242)
                                                   ---------      -----------       ------------       ------------ 
Balance - December 31, 1997                        $      --      $(1,315,317)      $(16,431,451)      $ (4,849,723)
                                                   =========      ===========       ============       ============ 
</TABLE>

(1)   Share amounts have been restated to reflect the 4 for 1 stock split on
      June 1, 1996.

See notes to financial statements.


                                      F-4
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY

        FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1998
                    AND THE THREE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
                                                                             Common Stock             Additional    
                                                    Date of              ---------------------        Paid-in       
Year Ended December 31, 1998:                     Transaction            Shares         Amount         Capital      
-----------------------------                     -----------            ------         ------         -------      
                                                                          (1)
<S>                                                <C>                 <C>              <C>          <C>            
Balance - December 31, 1997                                            18,928,836       $4,732       $12,892,313    
Issuance of stock for consulting fees
  ($2.58 per share)                                   03/98                43,000           11           110,930    
Issuance of stock for consulting fees
  ($0.85 per share)                                   06/98               143,000           35           215,895    
Issuance of stock for consulting fees
  ($0.32 per share)                                   09/98               126,617           32           107,503    
Issuance of stock for consulting fees                 12/98               155,427           39            81,505    
Issuance of stock pursuant to penalty
  provision of bridge financing
  ($1.0625 per share)                                 04/98               500,000          125           531,124    
Value assigned to conversion feature of
  Convertible Debentures and 60,000
  warrants issued as additional interest              02/98                    --           --         1,100,000    
Value assigned to conversion feature of
  Convertible Debentures and 125,000 warrants
  issued as additional interest                       07/98                    --           --           475,000    
Cancellation of stock issued for consulting
  fees                                                07/98              (375,000)         (94)          (93,656)   
Issuance of stock for conversion of debenture
  note payable ($0.32 per share)                   09/98, 11/98           100,002           25            32,169    
Amortization of unearned financing costs                                       --           --                --    
Net loss                                                                       --           --                --    
                                                                       ----------       ------       -----------    
Balance - December 31, 1998                                            19,621,882       $4,905       $15,452,783    
                                                                       ==========       ======       ===========    
</TABLE>

<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                      Accumulated
                                                                    Unearned          During the
                                                    Due from       Financing         Development
Year Ended December 31, 1998:                      Stockholders       Costs              Stage             Total
-----------------------------                      ------------       -----              -----             -----
<S>                                                   <C>          <C>               <C>                <C>         
Balance - December 31, 1997                           $    --      $(1,315,317)      $(16,431,451)      $(4,849,723)
Issuance of stock for consulting fees
  ($2.58 per share)                                        --               --                 --           110,941
Issuance of stock for consulting fees
  ($0.85 per share)                                        --               --                 --           215,930
Issuance of stock for consulting fees
  ($0.32 per share)                                        --               --                 --           107,535
Issuance of stock for consulting fees                      --               --                 --            81,544
Issuance of stock pursuant to penalty
  provision of bridge financing
  ($1.0625 per share)                                      --         (531,249)                --                --
Value assigned to conversion feature of
  Convertible Debentures and 60,000
  warrants issued as additional interest                   --       (1,100,000)                --                --
Value assigned to conversion feature of
  Convertible Debentures and 125,000 warrants
  issued as additional interest                            --         (475,000)                --                --
Cancellation of stock issued for consulting
  fees                                                     --               --                 --           (93,750)
Issuance of stock for conversion of debenture
  note payable ($0.32 per share)                           --               --                 --            32,194
Amortization of unearned financing costs                   --        3,374,066                 --         3,374,066
Net loss                                                   --               --         (7,814,143)       (7,814,143)
                                                      -------      -----------       ------------       ----------- 
Balance - December 31, 1998                           $    --      $   (47,500)      $(24,245,594)      $(8,835,406)
                                                      =======      ===========       ============       =========== 
</TABLE>

(1)   Share amounts have been restated to reflect the 4 for 1 stock split on
      June 1, 1996.

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


                                      F-5
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                   (UNAUDITED)

        FOR THE PERIOD FROM INCEPTION (MAY 26, 1995) TO DECEMBER 31, 1998
                    AND THE THREE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
                                                                         Common Stock          Additional
                                                        Date of        ------------------       Paid-in     
Three Months Ended March 31, 1999:                    Transaction      Shares      Amount       Capital     
----------------------------------                    -----------      ------      ------       -------     
                                                                        (1)
<S>                                                     <C>          <C>           <C>         <C>          
Balance - December 31, 1998                                          19,621,882    $4,905      $15,452,783  

Issuance of stock for consulting fees
  ($0.77 per share)                                       03/99         116,039        29           89,871  

Issuance of stock for conversion of debenture
  note payable ($0.35 per share)                          02/99         987,201       247          341,029  

Value assigned to conversion feature of
  Convertible Debentures and 84,750 warrants
  issued as additional interest                           01/99              --        --          175,425  

Amortization of unearned financing costs                                     --        --               --  

Net loss                                                                     --        --               --  
                                                                     ----------    ------      -----------  
Balance - March 31, 1999                                             20,725,122    $5,181      $16,059,108  
                                                                     ==========    ======      ===========  
</TABLE>

<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                      Accumulated
                                                                      Unearned        During the
                                                        Due from      Financing       Development
Three Months Ended March 31, 1999:                    Stockholders      Costs            Stage              Total
----------------------------------                    ------------      -----            -----              -----
                                                      
<S>                                                      <C>          <C>             <C>                <C>         
Balance - December 31, 1998                              $    --      $ (47,500)      $(24,245,594)      $(8,835,406)

Issuance of stock for consulting fees
  ($0.77 per share)                                           --             --                 --            89,900

Issuance of stock for conversion of debenture
  note payable ($0.35 per share)                              --             --                 --           341,276

Value assigned to conversion feature of
  Convertible Debentures and 84,750 warrants
  issued as additional interest                               --       (175,425)                --                --

Amortization of unearned financing costs                      --        129,365                 --           129,365

Net loss                                                      --             --           (951,029)         (951,029)
                                                         -------      ---------       ------------       ----------- 
Balance - March 31, 1999                                 $    --      $ (93,560)      $(25,196,623)      $(9,225,894)
                                                         =======      =========       ============       =========== 
</TABLE>

(1)   Share amounts have been restated to reflect the 4 for 1 stock split on
      June 1, 1996.

See notes to financial statements.


                                      F-6
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               For the Three Months Ended        For the Period
                                                                                         March 31,               from Inception
                                                                              ------------------------------   (May 26, 1995) to
                                                                                  1998              1999         March 31, 1999
                                                                              ------------      ------------      ------------
<S>                                                                           <C>               <C>               <C>          
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                  $ (2,464,887)     $   (951,029)     $(25,196,623)
    Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation and amortization                                                2,349             2,565            16,462
        Amortization of deferred and unearned financing costs                    1,246,228           131,726        13,111,031
        Accrued interest                                                            91,175            31,276            31,276
        Stock issued for license                                                        --                --            37,500
        Consulting fees satisfied by stock issuances                               110,940            89,900         2,561,127
                                                                              ------------      ------------      ------------
            Sub-total                                                           (1,014,195)         (695,562)       (9,439,227)

        Cash provided by (used in) the change in assets and liabilities:
            Decrease in advances to related parties                                     --                --            (5,918)
            Increase in prepaid expenses                                            (5,653)           (5,347)           (5,547)
            Increase in other assets                                                    --            (2,200)           (9,751)
            Increase in accrued liabilities                                        184,830           174,959         1,543,961 
            Increase in deferred revenue                                                --           100,000           325,000 
                                                                              ------------      ------------      ------------
      NET CASH USED IN OPERATING ACTIVITIES                                       (835,018)         (428,150)       (7,591,482)
                                                                              ------------      ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Organization and patent costs                                                       --                --           (31,358)
    Capital expenditures                                                           (13,984)               --           (40,972)
                                                                              ------------      ------------      ------------
      NET CASH USED IN INVESTING ACTIVITIES                                        (13,984)               --           (72,330)
                                                                              ------------      ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from exercise of stock options
    Proceeds from issuance of common stock                                              --                --               150
    Offering costs                                                                      --                --           841,500
    Repayment by stockholders                                                           --                --            (2,898)
    Proceeds from Convertible Debentures                                                --                --             3,000
    Proceeds from bridge notes                                                   3,000,000           450,000         7,450,000
    Repayments of bridge notes                                                          --                --         2,000,000
    Borrowings from stockholders                                                (2,000,000)               --        (2,000,000)
    Repayment to stockholders                                                           --                --           561,140
    Deferred financing costs                                                            --                --          (561,140)
                                                                                  (235,000)               --          (604,150)
                                                                              ------------      ------------      ------------
      NET CASH PROVIDED BY FINANCING
         ACTIVITIES                                                                765,000           450,000         7,687,602
                                                                              ------------      ------------      ------------
(DECREASE) INCREASE IN CASH                                                        (84,002)           21,850            23,790

CASH - BEGINNING                                                                   617,756             1,940                --
                                                                              ------------      ------------      ------------

CASH - ENDING                                                                 $    533,754      $     23,790      $     23,790
                                                                              ============      ============      ============

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for:
    Interest                                                                  $     36,630      $         --      $    315,921
                                                                              ============      ============      ============

    Income taxes                                                              $         --      $         --      $         --
                                                                              ============      ============      ============
</TABLE>

See notes to financial statements.


                                      F-7
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 1999

NOTE 1 - BASIS OF PRESENTATION

            The accompanying financial statements are unaudited. These
            statements have been prepared in accordance with the rules and
            regulations of the Securities and Exchange Commission ( the "SEC").
            Certain information and footnote disclosures normally included in
            the financial statements prepared in accordance with generally
            accepted accounting principles have been condensed or omitted
            pursuant to such rules and regulations. In the opinion of
            management, the financial statements reflect all adjustments (which
            include only normal recurring adjustments) necessary to state fairly
            the financial position and results of operations as of and for the
            periods indicated. These financial statements should be read in
            conjunction with the Company's financial statements and notes
            thereto for the year ended December 31, 1998, included in the
            Company's Form 10K as filed with the Securities and Exchange
            Commission.

            The preparation of financial statements in conformity with general
            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 statement and the reported amounts of
            revenues and expenses during the reporting period. Actual results
            could differ from those estimates.

NOTE 2- BUSINESS AND CONTINUED OPERATIONS

            Eurotech, Ltd. (the "Company") was incorporated under the laws of
            the District of Columbia on May 26, 1995. The Company is a
            development-stage, technology transfer, holding, marketing and
            management company, formed to commercialize new, existing but
            previously unrecognized, and previously "classified" technologies,
            with a particular current emphasis on technologies developed by
            prominent research institutes and individual researchers in the
            former Soviet Union and in Israel, and to license those and other
            Western technologies for business and other commercial applications
            principally in Western and Central Europe, Ukraine, Russia and North
            America. Since the Company's formation, it has acquired development
            and marketing rights to a number of technologies by purchase,
            assignments, and licensing arrangements. The Company intends to
            operate its business by licensing its technologies to end-users and
            through development and operating joint ventures and strategic
            alliances. To date, the Company has not generated any revenues from
            operations.


                                      F-8
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 1999

NOTE 2 - BUSINESS AND CONTINUED OPERATIONS (Continued)

            The accompanying unaudited financial statements have been prepared
            in conformity with generally accepted accounting principles, which
            contemplate continuation of the Company as a going concern. However,
            as shown in the accompanying financial statements, the Company has
            incurred losses from operations from inception. As of March 31,
            1999, the Company has a stockholders' deficiency of $9,225,894, a
            working capital deficiency of $2,631,513 and an accumulated deficit
            since inception of $25,196,623. The Company requires additional
            funds to commercialize its technologies and continue research and
            development efforts. Until the commencement of sales, the Company
            will have no operating revenues, but will continue to incur
            substantial expenses and operating losses. No assurances can be
            given that the Company can complete development of any technology,
            not yet completely developed, or that with respect to any technology
            that is fully developed, it can be manufactured on a large scale
            basis or at a feasible cost. Further, no assurance can be given that
            any technology will receive market acceptance. Being a start-up
            stage entity, the Company is subject to all the risks inherent in
            the establishment of a new enterprise and the marketing and
            manufacturing of a new product, many of which risks are beyond the
            control of the Company. These factors raise substantial doubt about
            the Company's ability to continue as a going concern.

            Since inception, the Company has financed its operations through
            sale of its securities, shareholder loans, a bridge financing
            totalling $2,000,000 completed in December of 1996, a Convertible
            Debenture financing of $3,000,000 completed in November of 1997 and
            a Convertible Debenture financing of $3,000,000 and $1,000,000
            completed during February and July 1998, respectively. Proceeds from
            the February 1998 Convertible Debenture financing were used to
            retire the $2,000,000 bridge note. In January 1999, the Company
            borrowed $450,000 from two stockholders and issued a secured
            promissory note (see Note 3). The Company is exploring additional
            sources of working capital, which include a private offering of
            common stock, private borrowings and joint ventures.

            While no assurance can be given, management believes the Company can
            raise adequate capital to keep the Company functioning during 1999.
            No assurance can be given that the Company can successfully obtain
            any working capital or complete any proposed offerings or, if
            obtained, that such funding will not cause substantial dilution to
            shareholders of the Company. Further, no assurance can be given as
            to the completion of research and development and the successful
            marketing of the technologies.

            These financial statements do not include any adjustments relating
            to the recoverability of recorded asset amounts that might be
            necessary as a result of the above uncertainty.


                                      F-9
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 1999

NOTE 3 - NOTES PAYABLE

            Secured Promissory Note

            On January 6, 1999, the Company's Chairman and the majority
            convertible debt holder agreed to provide $500,000 of short-term
            financing to the Company, $450,000 payable on January 6, 1999 and
            $50,000 payable on March 31, 1999. In exchange for this financing,
            the Company issued two secured promissory notes. Each secured
            promissory note bears interest at 13% per annum and is due January
            6, 2000. The promissory notes are collateralized by the Company's
            intangible assets and can be exchanged for 8% Convertible Debentures
            under terms similar to the current outstanding debentures. As
            additional consideration for the financing, the Company issued to
            the secured promissory note holders warrants to purchase 84,750
            shares of the Company's common stock at an exercise price of $0.36
            per share. The warrants expire five years from January 6, 1999.
            During the three months ended March 31, 1999, the Company received
            $450,000 under such agreement.

            The Company has assigned a value to the debenture's beneficial
            conversion feature and warrants amounting to $175,425, and such
            amount will be amortized over 180 days commencing January 6, 1999.

NOTE 4 - STOCKHOLDERS' DEFICIENCY

            Significant Common Stock Issuances During 1999

            During the three months ended March 31, 1999, a debenture holder
            converted $310,000 of principal and $31,276 of accrued interest into
            987,201 shares of common stock.

            During the three months ended March 31, 1999, the Company issued
            116,039 shares of common stock as consideration for consulting
            services performed by various employees and consultants, including
            related parties, through March 31, 1999. Shares issued under these
            arrangements were valued at $89,900, which was all charged to
            operations during the three months ended March 31, 1999.


                                      F-10
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 1999

NOTE 4 - STOCKHOLDERS' DEFICIENCY (Continued)

            Earnings Per Share

            Securities that could potentially dilute basic earnings per share
            ("EPS") in the future that were not included in the computation of
            diluted EPS because to do so would have been anti-dilutive for the
            periods presented consist of the following:

<TABLE>
<S>                                                                                <C>       
            Warrants to purchase common stock                                       1,696,250
            Convertible Debentures (assumed conversion at March 31, 1999
              market value price and at largest discount)                          16,504,309
                                                                                   ----------

            Total as of March 31, 1999                                             18,200,559
                                                                                   ==========

            Substantial issuance after March 31, 1999 through April 30, 1999:

            Shares issued in connection with employment agreement                      60,000
                                                                                   ==========
</TABLE>

NOTE 5 - TECHNOLOGY INVESTMENTS AND LICENSING AGREEMENT

            Investments in Israeli Technology Companies

            During 1997 and 1998, the Company agreed to acquire a 20% interest
            in seven separate Israeli technology, research and development
            companies ("incubators"). The Company's share of losses incurred by
            these companies has been accounted for on the equity basis and
            included in research and development expenses.

            The Company had, as of December 31, 1998, a 20% interest in
            Chemonol, an Israeli research and development company. On January
            20, 1999, the Company entered into an agreement to invest $300,000
            in exchange for an additional 16% of Chemonol's voting stock. The
            agreement provides for the Company to make four (4) equal payments
            of $75,000 commencing March 1, 1999, July 1, 1999, October 1, 1999
            and January 1, 2000. At the completion of the transaction, the
            Company will own 36% of Chemonol. During the three months ended
            March 31, 1999, the Company paid $75,000 under the agreement, which
            was charged to research and development costs.

            During the three months ended March 31, 1999, an additional $41,000
            was invested in the seven Israeli technology incubators.

            The amount charged to research and development expenses related to
            these investments for the three months ended March 31, 1999
            approximated $116,000, which reduced the carrying value of the
            Company's investment in these seven companies to $-0- at March 31,
            1999.


                                      F-11
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 1999

NOTE 5 - TECHNOLOGY INVESTMENTS AND LICENSING AGREEMENT (Continued)

            Proposed Sale of Technology

            The Company received a deposit on a proposed sale of its
            sublicensing rights to Re-sealable Container Systems and TetraPak
            containers. The proposed transaction is presently in the discussion
            stage and to-date, no agreements have been signed. Included in
            unearned revenue is the $100,000 deposit related to the proposed
            sale.

NOTE 6 - CONTINGENCIES AND OTHER MATTERS

            Concentration of Credit Risk

            Financial instruments which potentially subject the Company to
            concentration of credit risk consist principally of cash which is at
            one bank. Future concentration of credit risk may arise from trade
            accounts receivable. Ongoing credit evaluations of customers'
            financial condition will be performed and, generally, no collateral
            will be required.

            Litigation

            In December 1997, Raymond Dirks, Jessy Dirks, Robert Brisotti and
            David Morris filed an action in the Supreme Court for the State of
            New York, County of New York, against Eurotech, Ltd. for breach of
            contract, seeking injunctive relief, specific performance and
            monetary damages of nearly $5 million (the "Dirks Litigation"). The
            Dirks Litigation arises solely from an agreement between Eurotech
            and National Securities Corporation ("National") relating to
            financial advisory services to be performed by National Securities
            Corporation, a broker/dealer with which the plaintiffs were
            affiliated and of which Raymond Dirks Research was a division.
            Eurotech granted National a warrant certificate for 470,000 shares
            at $1.00 per share as a retainer for general financial advisory
            services. In conjunction with the separation of the plaintiffs and
            Raymond Dirks Research from National Securities Corporation,
            National assigned a significant portion of the warrant certificate
            to the plaintiffs. It is Eurotech's position that the warrant
            certificate is voidable.

            The plaintiffs allege, among other things, that they are entitled to
            damages composed of both the value of the stock on the date of their
            purported exercise of an alleged assignment of the warrant
            certificate, and the decrease in value of the price of the stock
            since the date of their purported exercise. Eurotech believes that
            the plaintiffs have significantly overstated their monetary damage
            claim and that, having sought monetary damages, the plaintiffs are
            not entitled to any type of equitable relief.


                                      F-12
<PAGE>

                                 EUROTECH, LTD.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 1999

NOTE 6 - CONTINGENCIES AND OTHER MATTERS (Continued)

            Litigation (Continued)

            Process was served upon Eurotech at its California office in late
            January 1998. Based on the advice of its outside counsel, Eurotech
            believes that the plaintiffs' claims will be resolved favorably to
            the Company. In response to the Dirks litigation, the Company has
            filed an appropriate response, including counterclaims relating
            thereto. However, it is possible that the Company will be adjudged
            liable in the Dirks Litigation, and if so, the resolution of the
            litigation could have a material adverse effect on the Company.

            Former Employee Dispute

            The former president has advised the Company that he believes that
            he was wrongfully terminated under the provisions of a certain
            employment agreement allegedly executed by the Company in his
            behalf, and has made demand for certain payments, as provided in the
            employment agreement in his possession. The Company has taken the
            position that there is no valid employment agreement with the former
            president and that he is not entitled to the payments demanded and
            is attempting to negotiate a settlement of the matter. The Company
            is unable to predict the outcome of this matter or any potential
            liability, which the Company may incur.

NOTE 7 - SUBSEQUENT EVENT

            Employment Agreement

            In April 1999, the Company entered into an employment agreement with
            the President of the Company providing for an annual salary of
            $140,000. The contract will commence once the Company secures
            additional funding. Until that time, the President will continue to
            be compensated under the original consulting agreement with
            aggregate compensation of $104,000. In addition, the Company issued
            60,000 shares of common stock. According to the agreement, the
            Company is obligated to issue an additional 75,000 shares of
            restricted common stock on every anniversary. The agreement also
            provides for other bonuses, reimbursement of expenses, employee
            benefits and non-competition clauses. The agreement expires March
            31, 2002 and is automatically renewable for three-year periods.


                                      F-13
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

General

The following is a discussion and analysis of the results of operations of the
Company and should be read in conjunction with the financial statements and
related notes contained in this Form 10-Q.

Certain information contained in this Form 10-Q may contain forward-looking
statements. The forward-looking statements are subject to certain risks and
uncertainties. Actual results could differ materially from current expectations.
Among the factors that could affect the Company's actual results and could cause
results to differ from those contained in the forward-looking statements
contained herein is the Company's ability to commercialize its technologies
successfully, which will be dependent on business, financial and other factors
beyond the Company's control, including, among others, market acceptance,
ability to manufacture on a large scale basis and at feasible costs, together
with all the risks inherent in the establishment of a new enterprise and the
marketing and manufacturing of new products.

Overview

The Company, incorporated in May 1995, is a development stage, technology
transfer, holding and management company formed to commercialize new, existing
but previously unrecognized, and previously "classified" technologies, with a
particular current emphasis on technologies developed by prominent research
institutes and individual researchers in the former Soviet Union and in Israel,
and to commercialize those and other Western technologies for business and other
commercial applications principally in Europe, Ukraine, Russia and North
America.

Until recently, the Company had been principally engaged in identifying,
monitoring, reviewing and assessing technologies for their commercial
applicability and potential, and in acquiring selected technologies by equity
investment, purchase, assignment and licensing arrangements. Although the
Company intends to continue identifying, monitoring, reviewing and assessing new
technologies, its primary emphasis will be focused on commercializing four of
its present technologies ("Principal Technologies").

The Company believes that the Principal Technologies are presently ready for
commercialization and marketing. To that end, the Company has decided to devote
its business activities and resources principally to the marketing and sale of
the Principal Technologies. The Company recently has initiated a marketing and
sales program for the Principal Technologies, and also has initiated discussions
with a number of prominent, potential users of the technologies, with a view
towards the future negotiation and execution of licensing and/or joint venture
marketing and sales agreements.

The Company intends to operate its business by licensing its technologies to
end-users and through development and operating joint-ventures and strategic
alliances. To date, the Company has not generated any revenues from these
operations.
<PAGE>

The Company has not been profitable since inception and expects to incur
substantial operating losses over the next twelve months. For the period from
inception to March 31, 1999, the Company incurred a cumulative net loss of
approximately $25,196,000. The Company expects that it will generate losses
until at least such time as it can commercialize its technologies, if ever. No
assurance can be given that any of the Company's technologies can be
manufactured on a large scale basis or at a feasible cost. Further, no assurance
can be given that any technology will receive market acceptance. Being a
start-up stage entity, the Company is subject to all the risks inherent in the
establishment of a new enterprise and the marketing and manufacturing of a new
product, many of which risks are beyond the control of the Company.

Results of Operations

For the Three Months Ended March 31, 1999 vs. the Three Months Ended March 31,
1998

The Company has had no revenues since inception. Consulting expenses decreased
from $221,000 for the three months ended March 31, 1998 to $204,000 for the
three months ended March 31, 1999. The decrease in consulting expense is
principally the result of the Company's reduction in the number of consultants
engaged during the period and the reduction in consulting fees paid by issuances
of common stock. Other general and administrative expenses decreased from
$559,000 for the three months ended March 31, 1998, to $154,000 for the three
months ended March 31, 1999 primarily due to a decrease in professional fees and
other costs related to the completion of a registration statement.

Research and development expenses decreased for the three months ended March 31,
1999 to $294,000, from $308,000, for the three months ended March 31, 1998.
During 1998, the Company paid $187,500 to Professor Oleg L. Figovsky, Ph.D. in
connection with four technology purchase agreements. These payments were charged
to research and development expenses during the first quarter of 1998.

For the three months ended March 31, 1999 and 1998, the Company incurred
operating losses of $652,000 and $1,088,000, respectively. The losses are
principally due to expenses incurred in the acquisition and development of its
technologies, consulting costs, general and administrative expenses and the lack
of revenues.

Other expenses, consisting of interest expense and amortization of deferred and
unearned finance costs, decreased from $1,377,000 for the three months ended
March 31, 1998 to $299,000 for the three months ended March 31, 1999. The
increase in interest expense was attributable to an increase in the amount of
debt outstanding. Amortization of deferred and unearned financing costs
decreased from $1,246,000 for the three months ended March 31, 1998 to $132,000
for the three months ended March 31, 1999. The decrease in the amortization of
deferred and unearned financing costs is principally attributable to portions of
unearned financing costs having been fully amortized during 1998.

The Company expects to incur significant losses during 1999. The Company
anticipates that any revenue recognized in 1999 will be substantially offset by
expenses incurred by the Company in its efforts to commercialize, sell and
market its Principal Technologies.

Liquidity and Capital Resources

The Company's principal sources of working capital from inception have been net
proceeds of $842,000 from the offering of common stock under Rule 504 of
Regulation D, shareholder advances aggregating $761,440, a bridge financing
completed in December 1996 of $2,000,000, and from private placement of
$3,000,000 principal amount of 8% Convertible Debentures completed in November
1997, due November 27, 2000, $3,000,000 principal amount of 8% Convertible
Debentures completed in February 1998, due February 23, 2001, $1,000,000
principal amount of 8% Convertible Debentures completed in July of 1998, due
July 20, 2001 and $450,000 of notes exchangeable for 8% Convertible Debentures
completed in January 1999.
<PAGE>

The Debentures may be converted into shares of the Company's common stock at
beneficial conversion rates based on the timing of the conversion. During the
three months ended March 31, 1999, a debenture holder exercised the conversion
right under the November 27, 1997 Convertible Debenture agreement and converted
principal of $310,000 and accrued interest of $31,276 into 987,201 shares of the
Company's common stock. Based on the bid price of the Company's common stock at
March 31, 1999, the Debentures' principal could be converted into approximately
16 million shares of the Company's common stock.

On January 6, 1999, the Company's Chairman and the majority convertible debt
holder agreed to provide $500,000 of short-term financing to the Company,
$450,000 of which was paid on January 6, 1999 and the balance of which has yet
to be received. In exchange for this financing, the Company issued two secured
promissory notes. Each secured promissory note bears interest at 8% per annum
and is due January 6, 2000. The promissory notes are collateralized by the
Company's intangible assets and can be exchanged for 8% Convertible Debentures
under terms similar to the current outstanding debentures.

During the quarter ended March 31, 1999, the Company received a deposit of
$100,000 in connection with the proposed sale of its sublicensing rights to
Resealable Container Systems and TetraPak Containers. The proposed transaction
is presently in the discussion stage and to-date, no agreements have been
signed.

During the three months ended March 31, 1999, the Company's principal source of
cash was the January 1999 secured promissory notes from which it derived net
proceeds of approximately $450,000 and a $100,000 deposit received in connection
with a proposed sale of certain sublicensing rights.

The Company has agreed in principle to fund the commercialization of certain
technologies developed in the former Soviet Union by scientists and researchers
at Kurchatov, other institutes associated therewith, and EAPS, collectively the
"Scientists". Kurchatov will provide the materials, facilities and personnel to
complete the necessary work to commercialize such technologies. The Company also
has agreed in principle to provide funding in connection with the marketing and
sale of three of its Principal Technologies. Total expenditures under these
programs approximated $116,000 during the three months ended March 31, 1999. The
Company's principal source of funding for these expenditures during the three
months ended March 31, 1999 was the proceeds from the Debenture Offerings.

On January 20, 1999, the Company entered into an agreement to invest $300,000 in
exchange for an additional 16% interest in Chemonol, an Israeli research and
development company. The agreement obligates the Company to make four equal
payments of $75,000, commencing March 1, 1999, July 1, 1999, October 1, 1999 and
January 1, 2000. At the completion of the transaction, the Company will own 36%
of Chemonol's common stock. During the three months ended March 31, 1999, the
Company paid $75,000 under this obligation.

The Company will require additional financing to continue to fund research and
development efforts, operating costs and complete necessary work to
commercialize its technologies. As the development of each technology is
completed and the technology's commercial applications are identified, the
Company will seek joint venture partners to fund any further capital
expenditures, including the project financing. The Company is exploring
additional sources of working capital, including further private sales of
securities, joint ventures and licensing of technologies. During the first
quarter of 1999, the Company relied on shareholder loans of $450,000 as its
principal source of working capital. The report of the Company's independent
certified public accountants at December 31, 1998 contains an explanatory
paragraph which expresses substantial doubt as to the Company's ability to
continue as a going concern.
<PAGE>

No assurance can be given that the Company can successfully obtain any
additional financing or, if obtained, that such funding will not cause dilution
to shareholders of the Company. Further, no assurance can be given as to the
completion of research and development and the successful marketing of the
Company's technologies.

The Company had a working capital deficiency and stockholders' deficiency of
$2,632,000 and $9,226,000, respectively, as of March 31, 1999.

Year 2000 Compliance

The Company recognizes the need to ensure its operations will not be adversely
impacted by Year 2000 software failures. Software failures due to processing
errors potentially arising from calculations using the Year 2000 date are a
known risk. The Company is addressing this risk to the availability and
integrity of financial systems and the reliability of operational systems. The
Company has established processes for evaluating and managing the risks and
costs associated with this problem. The computing portfolio was identified and
an initial assessment has been completed. The cost of achieving Year 2000
compliance will not have a material impact on the accompanying financial
statements.

Impact of Recently Issued Accounting Standards

Statement of Financial Accounting Standards No. 130, "Comprehensive Income"
(SFAS 130), was issued in June 1997. SFAS 130 requires reclassification of
earlier financial statements for comparative purposes. SFAS 130 requires that
all items defined as comprehensive income, including changes in the amounts of
certain items, foreign currency translation adjustments and gains and losses on
certain securities, be shown in a financial statement SFAS 130 does not require
a specific format for the financial statement in which comprehensive income is
reported, but does require that an amount representing total comprehensive
income be reported in that statement. The adoption of SFAS 130 did not have a
material effect on the Company's financial statements.

Statement of Financial Accounting Standards No. 131, "Disclosures About Segments
of an Enterprise and Related Information" ("SFAS 131"), was issued in June 1997.
SFAS 131 becomes effective for the Company's fiscal year 1999 and requires
restatement of disclosures for earlier periods presented for comparative
purposes. This new standard requires companies to disclose segment data based on
how management makes decisions about allocating resources to segments and how it
measures segment performance. SFAS 131 requires companies to disclose a measure
of segment profit or loss, segment assets, and reconciliations to consolidated
totals. It also requires entity-wide disclosures about a company's products and
services, its major customers and the material countries in which it holds
assets and reports revenues. The adoption of SFAS 131 did not have a material
effect on the Company's financial statements.

Statement of Financial Accounting Standards No. 132, "Employers' Disclosures
About Pensions and Other Postretirement Benefits" ("SFAS 132"), was issued in
February 1998. SFAS 132 becomes effective for 1999 and requires restatement of
disclosures for earlier periods presented for comparative purposes. SFAS 132
revises employers' disclosure about pension and other postretirement benefit
plans. It does not change the measurement or recognition of those plans, but
rather standardizes the disclosure requirements for pensions and other
postretirement benefits to the extent practicable, requires additional
information on changes in the benefit obligations and fair values of plan assets
that will facilitate analysis, and eliminates certain disclosures that are no
longer useful. The adoption of SFAS 132 did not have a material effect on the
Company's financial statements.
<PAGE>

                          PART II -- OTHER INFORMATION.

Item 1.     Legal Proceedings.

            There have been no material legal proceedings to which the Company
            is a party which have not been disclosed in previous filings with
            the Securities and Exchange Commission. There are no material
            developments to be reported in any previously reported legal
            proceedings.

Item 2.     Changes in Securities and Use of Proceeds.

            Not applicable.

Item 3.     Defaults Upon Senior Securities.

            Not applicable.

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

            Not applicable.

Item 5.     Other Information.

            Not applicable.

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

            (a)   Exhibits.

                  Not applicable.

            (b)   Reports on Form 8-K.

Item 27.    Financial Data Schedule (2)


------------------------
(2) Filed herewith
<PAGE>

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

Dated: May 20, 1999
       ------------

                                       EUROTECH, LTD.                 [CORPORATE
                                       (Registrant)                      SEAL]

                                       /s/ Frank Fawcett
                                           -------------------------------------
                                           President and Chief Financial Officer